9911796707
TMI Blog1983 (6) TMI 134X X X X Extracts X X X X X X X X Extracts X X X X ..... alleged that the company in collusion with the appellant failed to give effect to the said transfer in favour of the plaintiff in the registers of the company, with the result that the plaintiff was not paid any dividend on those shares, in spite of repeated demands. With the above allegations, the plaintiff-respondent filed a suit for a declaration against the appellant and the company to the effect that he was the owner, by transfer, of shares Nos. 424 to 443 and 3859 to 3868 as described above. A further prayer for the issuance of a permanent injunction to the company to recognise the rights of the plaintiff and to bring his name as a shareholder in the company's registers and to pay all dividends accruing in respect of the said shares to the plaintiff has been made. The suit was contested by the defendants on several grounds. On the pleadings of the parties, the following issues were framed: ( i )Whether civil court has no jurisdiction to try this suit? OPD ( ii )Whether the suit in the present form does not lie? OPD ( iii )Whether the transfer deed was not in accordance with the rules and regulations of the company? If so, its effect? OPD. ( iv )Whether there was c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppellant and the company to the effect that he was the owner by transfer of shares Nos. 424 to 443 and 3859 to 3868 as described above. A further prayer for the issuance of a permanent injunction to the company to recognise the rights of the plaintiff and to bring his name as a shareholder in the company's registers and to pay all dividends accruing in respect of the said shares to the plaintiff has been made. The suit was contested by the defendants on several grounds. Besides other issues, one of the issues that required determination in the suit was whether the civil court had no jurisdiction to try the suit. Both the courts have held that the civil court has jurisdiction to try the suit. The question of jurisdiction was again agitated before me sitting singly when the appeal came up for hearing. Finding that the point regarding the jurisdiction was of considerable importance, I directed that the matter be decided by a larger Bench. That is how we are seized of the matter. The legal question requiring our decision in this appeal may be formulated thus: "Is the civil court's jurisdiction expressly or impliedly barred to try a suit in respect of matters falling within the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand ; and ( b )generally, may decide any question which it is necessary or expedient to decide in connection with the application for rectification. (4) From any order passed by the court on the application, or on any issue raised therein and tried separately, any appeal shall lie on. the grounds mentioned in section 100 of the Code of Civil Procedure, 1908 (V of 1908) : ( a )if the order be passed by a District Court, to the High Court; ( b )if the order be passed by a single judge of a High Court consisting of three or more judges, to the Bench of that High Court. (5) The provisions of sub-sections (1) to (4) shall apply in relation to the rectification of the register of debenture holders as they apply in relation to the rectification of the register of members." An analysis of the aforesaid section shows that a right is given to a person aggrieved or any member of the company, or the company, for rectification of the register in case the name of any person entered in the register of members of the company or after having been ente ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is case, it is a case which can be-suitably disposed of by this court under section 155 of the Act. In determining whether judicial discretion be exercised by the court for purposes of directing or refusing rectification of register of members, depends on the facts of each particular case." (p. 67) The next case to which reference may be made is in Smt. Soma Vati Devi Chand v. Krishna Sugar Mills Ltd., AIR 1966 Punj. 44, wherein, H. R. Khanna J. (as his Lordship then was), relying on the earlier decisions, declined relief on the ground that there were complicated matters which could only be adjudicated after recording evidence and that it would not be proper to go into them in the summary proceedings under section 155 of the Act. A similar view has been taken in a latest unreported judgment of this court in C. P. No. 12 of 1980 ( Rakesh Kumar Malik v. Rohtak Ashoka Theatres Pvt. Ltd. ) , decided by R.N. Mittal J., on March 31, 1983. The next case to which reference may be made is in Public Passenger Service Ltd. v. M.A. Khadar [1966] 36 Comp. Cas. 1 (SC), wherein it has been observed thus: "Counsel for the appellant contended that the relief under section 155 is di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cide a petition on merits under section 155 of the Act. But the established practice recognised universally practically by all the High Courts is that the company court ordinarily does not decide a petition under section 155 of the Act if complicated questions involving serious disputes arise in the petition. As I read Shri Gulabrai's case ( supra ), the learned judge in the circumstances of that case felt that the matter could be decided under section 155 of the Act and on that score decided the same. The learned judge positively felt that no such complicated or complex question arose in that petition which could not effectively be decided by him. Thus, the decision in Shri Gulabrai's case ( supra ) is of no assistance to the learned counsel for the appellant. As a result of the aforesaid discussion, I find no escape from the. conclusion that the scope of enquiry under section 155 of the Act is of a, summary nature and that the company court may refuse and decline to grant the discretionary relief where serious disputed and complicated questions are involved. Having arrived at the aforesaid conclusion, the question posed in this appeal for decision becomes very easy to be ..... X X X X Extracts X X X X X X X X Extracts X X X X
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