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TMI Blog2020 (9) TMI 173X X X X Extracts X X X X X X X X Extracts X X X X ..... ed by the Company Law Tribunal constituted under the new company law and is the only competent authority and has jurisdiction under the law to decide the conflict between the parties in respect of any company matter. It can hold enquiry into the matter under Section 84 of the Act, 1956 or 46 of the Companies Act, 2013 read with the Companies (Issue of Share Certificates) Rules, 1960 or The Companies (Share Capital and Debentures) Rules, 2014 and take a decision in the matter. In all the judgments cited by the petitioner, the disputes between the parties were found to be related to the company matters as enshrined in the Companies Act; like increase of authorized capital, allotment of shares or bonus shares, appointment of directors etc., therefore, they were relegated to the competent authorities constituted under the Companies Act. In this case also the conflict between the parties is found to be the dispute covered under the Companies Act, therefore, applying the above dictum of law, the petition is allowed. The order of the learned Trial Court dated 22.11.2019 delivered by XVth Civil Judge Class-I, Indore is set aside. The matter is pending since last 10 years, therefore, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stating that after incorporation of new company law 2013, the civil Court has lost jurisdiction to try the suit as the dispute between the parties falls under Section 56, 57, 58 59 of the Companies Act, 2013 and as per Section 430 such dispute can only be agitated before the Company Law Tribunal or the Company Law Appellate Tribunal. 7. The application was dismissed vide order dated 22.11.2019 passed by XVth Civil Judge Class-I, Indore observing that the respondent No. 1/Plaintiff has denied execution of any transfer deed as claimed by the petitioner and has asserted that his signatures on this deed are fake and forged. It was further observed that the plaintiff (Respondent No. 1 herein) has filed civil suit for injunction to restrain the defendant from transferring the disputed shares. This is purely a civil dispute and as per Section 9 of the CPC the Court was competent to try the suit. This order is under challenge in the present petition. 8. Thus, the entire controversy revolves around the core question as to whether the dispute between the parties is covered under the provisions of the Companies Act? 9. It is submitted by the learned counsel for the petitioner that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter of renewed or duplicate certificates, the form of such registers, the fee on (911) FA 406-16 payment of which, the terms and conditions, if any (including terms and conditions as to evidence and indemnity and the payment of out-of-pocket expenses incurred by a company in investigating evidence) on which a certificate may be renewed or a duplicate thereof may be issued, shall be such as may be prescribed. (emphasis supplied) 12. In the year 2013, the new Companies Act (Act No. 18 of 2013) was introduced. Corresponding to Section 84 of the old Act is Section 46 of the new Act, 2013, which is as under:- 46. Certificate of shares. (1) A certificate, issued under the common seal of the company, specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shares. (2) A duplicate certificate of shares may be issued, if such certificate-- (a) is proved to have been lost or destroyed; or (b) has been defaced, mutilated or torn and is surrendered to the company. (3) Notwithstanding anything contained in the articles of a company, the manner of issue of a certificate of shares or the duplicate thereof, th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (4) of section 84 of the Companies Act makes it clear that the Registrar in such situation, can also have the power to make necessary inquiry and for that purpose even to collect the evidence, vide investigation and the expenses for the same will be borne out by the concerned party and only after inquiry, the Registrar may renew the certificate or issue the duplicate thereof. Thus, a specific jurisdiction is conferred on the Registrar of the Companies in respect of the issuance of duplicate certificate, whenever the original certificate is lost or destroyed. 18. In the instant case, the very case of the appellant is that the shares purchased by the appellant came to be lost in transit. Therefore, it follows that, under section 84(4) of the Companies Act, the Registrar of the Companies will have the jurisdiction to issue the duplicate share certificate, after making necessary inquiry, in which he can even investigate and collect the evidence. The trial Court has also, accordingly, come to that conclusion, especially, placing reliance on the decision of Hon'ble Supreme Court in the case of Shripal Jain (supra). 19. The facts of the present case, as submitted by learned ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (1) If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the transmission by operation of law of the right to, any securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of the refusal to the transferor and the transferee or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. (2) Without prejudice to sub-section (1), the securities or other interest of any member in a public company shall be freely transferable: Provided that any contract or arrangement between two or more persons in respect of transfer of securities shall be enforceable as a contract. (3) The transferee may appeal to the Tribunal against the refusal within a period of thirty days from the date of receipt of the notice or in case no notice has been sent by the company, within a period of sixty days from the date on which the instrument of transfer or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rectification of the records of the depository or the register and in the latter case, direct the company to pay damages, if any, sustained by the party aggrieved. (3) The provisions of this section shall not restrict the right of a holder of securities, to transfer such securities and any person acquiring such securities shall be entitled to voting rights unless the voting rights have been suspended by an order of the Tribunal. (4) Where the transfer of securities is in contravention of any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or this Act or any other law for the time being in force, the Tribunal may, on an application made by the depository, company, depository participant, the holder of the securities or the Securities and Exchange Board, direct any company or a depository to set right the contravention and rectify its register or records concerned. (5) If any default is made in complying with the order of the Tribunal under this section, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every offi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Company Law Board made before such date may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such order: Provided that the High Court may if it is satisfied that the appellant was prevented by sufficient cause from filing an appeal within the said period, allow it to be filed within a further period not exceeding sixty days; and (c) all proceedings under the Companies Act, 1956 (1 of 1956), including proceedings relating to arbitration, compromise, arrangements and reconstruction and winding up of companies, pending immediately before such date before any District Court or High Court, shall stand transferred to the Tribunal and the Tribunal may proceed to deal with such proceedings from the stage before their transfer: Provided that only such proceedings relating to the winding up of companies shall be transferred to the Tribunal that are at a stage as may be prescribed by the Central Government. Provided further that only such proceedings relating to cases other than winding-up, for which orders for allowing or otherwise of the proc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt authority and has jurisdiction under the law to decide the conflict between the parties in respect of any company matter. It can hold enquiry into the matter under Section 84 of the Act, 1956 or 46 of the Companies Act, 2013 read with the Companies (Issue of Share Certificates) Rules, 1960 or The Companies (Share Capital and Debentures) Rules, 2014 and take a decision in the matter. 20. In all the judgments cited by the petitioner, the disputes between the parties were found to be related to the company matters as enshrined in the Companies Act; like increase of authorized capital, allotment of shares or bonus shares, appointment of directors etc., therefore, they were relegated to the competent authorities constituted under the Companies Act. In this case also the conflict between the parties is found to be the dispute covered under the Companies Act, therefore, applying the above dictum of law, the petition is allowed. The order of the learned Trial Court dated 22.11.2019 delivered by XVth Civil Judge Class-I, Indore is set aside. 21. The Civil Court is directed to return the plaint to be presented before the concerned Company Law Tribunal within two months from the date ..... X X X X Extracts X X X X X X X X Extracts X X X X
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