9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2017 (7) TMI 467 - HC - Companies LawRectification of register of members of second respondent substituting his name in the place of petitioner s name and issue share certificates in his name - Held that - The first respondent while he was minor filed C.S.No.412 of 2008 in this Court through his mother for partition of properties of HUF, which are with the petitioner as kartha. In the present suit, the first respondent claiming that the shares do not belong to HUF, but it belongs to him as his individual capacity. A reading of the plaint in C.S.No.412 of 2008 pending before this Court and the present suit reveal that the cause of action as well as the reliefs sought for are entirely different. Hence, the present suit is not hit by the provisions of Order II Rule 2 of C.P.C. The petitioner has not stated as to how the Section 38 of the Specific Relief Act is a bar to the present suit. The petitioner has made a vague statement that the suit is not maintainable as per Section 38 of the Specific Relief Act. In view of the above reasons, both the above contentions of the petitioner are untenable, unsustainable and hence they are hereby rejected. Thus, points 1 and 2 are answered against the petitioner. The contention of the learned counsel for the petitioner is that as per Section 10GB of the Companies Act, 1956, which was inserted by the Companies (Second Amendment) Act, 2002, the suit is barred by the provisions of the Companies Act, is devoid of merits. As already held supra, the second relief of permanent injunction relates to title of the share and this Section is not applicable to the facts of the present case. The learned Judge held that the suit relates to title of the share and therefore dismissed the application. The judgment relied on by the learned Senior Counsel for the petitioner do not advance the case of the petitioner. On the other hand, the judgments relied on by the learned Senior Counsel for the first respondent are squarely applicable to the facts of the present case. In view of the judgments relied on by the learned Senior Counsel for the first respondent as well as the judgment dated 10.03.2017 made in S.L.P.No.4388 of 2017 and for the reasons stated above, hold that this Civil Revision Petition is liable to be dismissed and it is hereby dismissed.Consequently, connected Miscellaneous Petition is closed.
Issues Involved:
1. Maintainability of the suit in Civil Court versus National Company Law Tribunal (NCLT). 2. Applicability of Section 38 of the Specific Relief Act. 3. Bar under Order II Rule 2 of the Civil Procedure Code (CPC). 4. Limitation period for filing the suit. 5. Jurisdiction of Civil Court under Sections 58 and 59 of the Companies Act, 2013. Issue-wise Detailed Analysis: 1. Maintainability of the Suit in Civil Court versus NCLT: The petitioner argued that the suit should be dismissed as the proper forum for rectification of the register of members is the NCLT, not the Civil Court, citing Sections 58 and 59 of the Companies Act, 2013, and Section 430 which bars the jurisdiction of Civil Courts. The respondent countered that the suit involves allegations of fraud and collusion, which are serious issues that the NCLT, being a summary forum, cannot adjudicate. The court held that the Civil Court has jurisdiction to decide on issues of title and fraud, as these are not merely incidental to rectification but central to the case. The court referred to precedents indicating that seriously disputed questions of title cannot be decided by the NCLT. 2. Applicability of Section 38 of the Specific Relief Act: The petitioner vaguely claimed that the suit is barred under Section 38 of the Specific Relief Act without providing specific reasons. The respondent argued that Section 38, which deals with perpetual injunctions, is not relevant to the case. The court agreed with the respondent, stating that the petitioner failed to substantiate how Section 38 applies to the facts of the case, thereby rejecting this ground. 3. Bar under Order II Rule 2 of the CPC: The petitioner contended that the suit is barred under Order II Rule 2 of the CPC as the respondent had previously filed a suit (C.S.No.412 of 2008) for partition of joint family properties but did not include the present reliefs. The respondent clarified that the previous suit concerned HUF properties, while the current suit pertains to individual shares owned by the respondent. The court found that the causes of action and reliefs sought in the two suits are different, thus rejecting the petitioner’s contention. 4. Limitation Period for Filing the Suit: The petitioner argued that the suit is barred by limitation, as the respondent knew about the share transfer in 2006 but filed the suit in 2016. The respondent claimed he discovered the fraudulent transfer only when preparing to go abroad for higher education. The court noted that the respondent was a minor in 2006 and did not ratify the transfer upon attaining majority. The court held that the issue of limitation involves mixed questions of fact and law, which can only be determined after a full trial. 5. Jurisdiction of Civil Court under Sections 58 and 59 of the Companies Act, 2013: The petitioner asserted that the suit should be adjudicated by the NCLT as per Sections 58 and 59 of the Companies Act, 2013. The respondent argued that these sections do not apply as the case involves allegations of fraud and collusion, which require a detailed examination of evidence best suited for a Civil Court. The court concluded that while the NCLT handles rectification of registers, it lacks jurisdiction over complex issues of title and fraud, affirming the Civil Court’s jurisdiction. Conclusion: The court dismissed the petitioner's application to reject the plaint, affirming that the Civil Court has jurisdiction to hear the case involving allegations of fraud and title disputes. The court emphasized that issues of limitation and the applicability of Section 38 of the Specific Relief Act were not grounds for rejection at this stage. The decision underscores the Civil Court's role in adjudicating complex legal issues that go beyond the summary jurisdiction of the NCLT.
|
