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TMI Blog2016 (12) TMI 1148X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 of the old Act. 2. The Petitioner has today raised an issue stating that since NCLT has no subject matter jurisdiction to deal with the cases filed by him under Section 163 & 219 of the old Act on the ground that the jurisdiction conferred upon CLB under Section 163 & 219 of the old Act has now been omitted under the corresponding Sections 94 & 136 in the Companies Act. 2013 (hereafter referred as new Act), therefore sought for dismissal of Company Petitions bearing Nos. 24/2014, 26/2014, 05/2013, 07/2013, 09/2013, 06/2013, 08/2013, 11/2013, 12/2013, 13/2013, 14/2013, 15/2013, 17/2013, 25/2012, 26/2012, 27/2012, 28/2012, 29/2012, 30/2012, 31/2012, 32/2012, 33/2012, 34/2012, 35/2012, 36/2012, 37/2012, 38/2012, 39/2012, 40/2012, 41/2012, 42/2012, 43/2012, 44/2012, 45/2012, 46/2012, 47/2012, 48/2012, 49/2012, 50/2012, 51/2012, 52/2012, 53/2012, 54/2012, 55/2012, 56/2012, 57/2012, 58/2012, 59/2012, 60/2012, 61/2012, 62/2012, 63/2012, 64/2012, 65/2012, 66/2012, 67/2012, 68/2012, 69/2012,93/2012, 94/2012, 95/2012, 96/2012, 97/2012 98/2012, 99/2012, 100/2012, 101/2012, 102/2012, 103/2012, 104/2012, 105/2012, 106/2012, 107/2012, 108/2012, 109/2012, 110/2012, 111/2012, 20/2013, 21/2013, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appears in person, has sought for dismissal of all these CPs for want of jurisdiction. 8. On the other hand, the Counsel appearing on behalf of some of the Respondents, have argued that NCLT has jurisdiction to deal with matters covered by the old Act by virtue of the savings incorporated in Section 465 of the new Act and also for having specifically mentioned that the matter covered under sub-Section (2) of Section 465 shall not be held to prejudice the general application of Section 6 of the General Clauses Act. Apart from this, they have also placed Gazette Notification dated 01.06.2015 to say that NCLT is conferred with jurisdiction to dispose of the transferred matters from CLB in accordance with the provisions of either Companies Act, 2013 or the Companies Act, 1956, as the case may be. 9. The Counsel appearing on behalf of the some of the Respondents wonders as to how the Petitioner himself would raise the point of maintainability of the CPs filed by himself. The counsel says that instead of seeking dismissal on the ground of maintainability, the Petitioner being dominus litus to the Petitions filed by him, he should have sought for dismissal of these CPs as withdrawn, at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) to the inspection- (a) of any member or debenture holder, without fee; and (b) of any other person, on payment of such sum as may be prescribed] each inspection. (3) Any such member, debenture holder or other person may- (a) make extracts from any register, index, or copy referred to in sub-section (1) without fee or additional fee, as the case may be; or (b) require a copy of any such register, index or copy or of any part thereof, on payment of such sum as may be prescribed for every one hundred words or fractional part thereof required to be copied. (4) The company shall cause any copy required by any person under clause (b) of sub-section (3) to be sent to that person within a period of ten days, exclusive of non-working days, commencing on the day next after the day on which the requirement is received by the company. (5) If any inspection, or the making of any extract required under this section, is refused, or if any copy required under this section is not sent within the period specified in sub-section (4), the company, and every officer of the company who is in default, shall be punishable in respect of each offence, with fine which may extend to fifty rupees ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s conferred with powers to give directions to a defaulting company for providing inspection and supply of documents to the denied shareholder, but the same is not conferred upon NCLT, in fact, conferred upon Central Government having regard to the directions which previously given by CLB. Section 219 of the old Act "219. Right of member to copies of balance sheet and auditors' report: (1) A copy of every balance sheet (including the profit and loss account, the auditors' report and every other document required by law to be annexed or attached,, as the case may be, to the balance sheet) which, is to be laid before a company in general meeting shall not less than twenty one days, before the date of the meeting, be sent to every member of the company, to every trustee for the holders of any debentures issued by the company, whether such member or trustee is or is not entitled to have notices of general meetings of the company sent to him, and to alt persons other than such members or trustees, being persons so entitled: Provided that- (a) in the case of a company not having a share capital, this sub-section shall not require the sending of a copy of the documents aforesa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees, unless it is proved that person had already made a demand for and been furnished with a copy of the document. The Company Law Board may, also by order, direct that the copy demanded shall forthwith be furnished to the person concerned. (5) Sub-section (1) to (4) shall not apply in relation to a balance sheet of a private company laid before it before the commencement of this Act; and in such a case the right of any person to have sent to him or to be furnished with a copy of the balance sheet, and the liability of the company in respect of a failure to satisfy that right, shall be the same as they would have been if this Act had not been passed." Section 136 of the new Act "Right of Member to Copies of Audited Financial Statement (1) Without prejudice to the provisions of section 101, a copy of the financial statements, including consolidated financial statements, if any. auditor's report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ases the Petitioner raised his grievances over non- giving inspections and supply of documents in the year 2013, by that time the Companies Act 2013 had not come into force, thereby there is no occasion to the Petitioner to say that an act or omission happened before Companies Act 2013 had come into force, and when the old Act was not repealed, is hit by non maintainability point for want of jurisdiction under the new Act. 14. It is the case of the Petitioner that the omissions or defaults took place in the years 2012, 2013, and 2014 and the cases have been filed invoking the provisions of the old Act, in fact, this Bench, on verification of the attendance file, has noticed that this Petitioner never raised this maintainability point till today, last time also when the Petitioner's other cases came under the same provisions for hearing, he did not raise this objection in those Petitions, and they were decided on merits against the Petitioner. However, it is not relevant to take all these things to consideration for deciding maintainability point because no court should adjudicate any issue when it is shorn of jurisdiction. 15. Since this Bench on perusal of the records of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is Act. (b), (c), (d), and (2)................... Section 465 of the new Act Repeal of certain enactments and savings: (1) The Companies Act, 1956 and the Registration of Companies (Sikkim) Act, 1961 (hereafter in this section referred to as the repealed enactments) shall stand repealed: (2) Provided that the provisions of Part IX A of the Companies Act, 1956 shall be applicable mutatis mutandis to a Producer Company in a manner as if the Companies Act, 1956 has not been repealed until a special Act is enacted for Producer Companies: (3) Provided further that until a date is notified by the Central Government under sub-section (1) of Section 134 for transfer of all matters proceedings cases to the Tribunal, the provisions of the Companies Act, 1956 in regard to the jurisdiction, powers, authority and functions of the Board of Company Law Administration and court shall continue to apply as if the Companies Act, 1956 has not been repealed: (4) Provided also that provisions of the Companies Act 1956 referred in the notification issued under section 67 of the Limited Liability Partnership Act, 2008 shall until the relevant notification under such section applying relevant c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ters and all funds constituted and established under the repealed enactments shall be deemed to be registers and funds constituted or established under the corresponding provisions of this Act; (i) any prosecution instituted under the repealed enactments and pending immediately before the commencement of this Act before any Court shall, subject to the provisions of this Act, continue to be heard and disposed of by the said Court; (j) any inspection, investigation or inquiry ordered to be done under the Companies Act, 1956 shall continue to be proceeded with as if such inspection, investigation or inquiry has been ordered under the corresponding provisions of this Act; and (k) any matter filed with the Registrar, Regional Director or the Central Government under the Companies Act. 1956 before the commencement of this Act and not fully addressed at that time shall be concluded by the Registrar, Regional Director or the Central Government, as the case may be, in terms of that Act, despite its repeal. (3) The mention of particular matters in sub-section (2) shall not be held to prejudice the general application of section 6 of the General Clauses Act, 1897 with regard to the eff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ection-1 deals with repeal of the Companies Act 1956 and the Registration of Companies (Sikkim) Act 1961 (please take note that it is a state Act), Sub Section-2 of the Act deals with savings given to the old Act in respect to the acts done and litigation pending from the acts emanated from the old Act with a rider of subject to the provisions of the new Act, immediately thereafter, Sub-section 3 of the section says that the matters mentioned in sub-section (2) of 465 of the new Act shall not be held to prejudice the general application of Section-6 of the General Clauses Act, with regard to the effect of the repealed enactments. 23. Since Section-6 of the General Clauses says that the repeal of old Act shall not affect any legal proceeding pending immediately before passing new enactment, the acts or offences ante to the new Act will be governed by the repealed enactment. For it has been said whatever said in subsection 2 shall not be held to prejudice the general application of Section-6 of the General Clauses Act with regard to the effect of repeal of the repealed enactments, section 6 (1)(e) of the General Clauses Act will govern the situation, not other provisions. 24. The R ..... X X X X Extracts X X X X X X X X Extracts X X X X
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