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TMI Blog2010 (12) TMI 1359X X X X Extracts X X X X X X X X Extracts X X X X ..... shares, details of which are given hereunder be passed in favour of the plaintiffs and against the defendants:- Distinctive Nos Record No. Certificate No. No. of Shares --- 930251955 09195779 50 --- 930252005 09195779 50 133452933 ----- 06307612 50 --- 907158829 08070715 50 (b) A decree for cancellation of the Transfer Deeds bearing No. 4994198, 4994199, 4994201 and 4994203 be passed in favour of the plaintiff and against the defendants and direction be issued to defendant No.3 to deliver the original share scripts detailed in para No.1 above to defendant No.2 who in turn be directed to transfer the said shares in favour of the plaintiffs and deliver the same to the plaintiffs; (c) a decree for permanent injunction be passed in favour of the plaintiffs and against the defendants restraining the defendants No.1 and 2 to transfer the said shares in favour of any one else and against the defendant No.3, his servants and agents from transferring, alienating, encumbering or parting with possession of shares bearing Nos. the details of which are given below: Distinctive Nos Record No. Certificate No. No. of Shares ---- 930251955 09195779 50 --- 930252005 09195779 50 Distinctive Nos Recor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is the proper forum. 7. Further regarding the aspect that the Mumbai Courts have jurisdiction to entertain the issue as the registered office of the respondents is located in Mumbai, appellants contend that the respondents have their corporate office in Delhi and the share certificates were sent from Delhi and were delivered back to Delhi, as such a part of cause of action arose in Delhi and hence this court has jurisdiction to try the suit. 8. On the pleadings of the parties the Addl. District Judge to whom the suit was marked for trial framed following issues:- 1. Whether this court has got no territorial jurisdiction to entertain the present suit for the reasons stated in paras 2 and 3 of the written statement (Preliminary Objections)? 2. Whether the defendants No 1 and 2 did not receive the share certificates and the transfer deeds from the plaintiff as alleged in paras 6 (i) to (iii) of the written statement (reply on merits)? If so, its effect 3. Whether defendant No 3 in connivance with other defendants forged and fabricated transfer deeds in respect of 200 shares belonging to the plaintiff as alleged in para 1 of the plaint? 4. To what relief, if any, are the plaintiffs ent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . As per the aforesaid provisions of Company Law Board It is empowered to make orders directing rectification of the Company s register as to damages, costs and incidental and consequential orders. It may decide any question relating to the title of any person who is a party before it to have his name entered upon the Company s register; and any question which it is necessary or expedient to decide, it may make interim orders. Failure to comply with any order visits the company with a fine. In regard to all these matters it has exclusive jurisdiction (except under the provisions of the Special Court Act). Its orders are appealable. The CLB, further, is a permanent body constituted under a statute. The CLB performs functions which are administrative, as under Sections 224 and 269, and curial, as under Section 111. In exercising its function under Section 111 the CLB must, and does, act judicially. It cannot be said to be anything other than a court, particularly for the purpose of Section 9-A of the Special Court Act. 11. The aforesaid observations were made by the Supreme Court in the judgment delivered by it in the case of Canara Bank Vs. Nuclear Power Corporation of India Ltd. Or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appeal shall lie on the grounds mentioned in section 100 of the Code of Civil Procedure, 1908 (5 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 a 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 debentures holders as they apply in relation to the rectification of the register of members. 13. Interpreting the aforesaid provisions, the Apex court, in the case of Ammonia Supplies Corporation (P) Ltd. Vs Modern Plastic Containers Pvt. Ltd. AIR 1998 SC 3153. The proviso gave discretion to the court to direct an issue of law to be tried, if raised. By this deletion, submission is that the Company Court now itself has to decide any question relating to the rectification of the Register including the law and not to send one to the civil court. There could be no doubt any question raised within the peripheral field of rectification, it is the court under Section 155 alone which would have exclusive jurisdiction. However, the question raised does not rest here. In case any claim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of damages by the company. It is entitled to decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register and to decide any question which it considers necessary or expedient in this connection. 15. The Court has also taken note of the judgments delivered by the Hon ble Supreme Court in Ammonia Supplies Corporation (P) Ltd. Vs. Modern Plastic Containers Pvt. Ltd. AIR 1998 Supreme Court 3153 where also it has been held that the Court referred to under S.155 read with S.2 (11) and S.10 of the Companies Act, it is the company Court alone which has exclusive jurisdiction. And the jurisdiction of the Court u/s 155 to the extent it has exclusive, the jurisdiction of civil Court is impliedly barred. 16. It is in these circumstances, the Addl. District Judge decided issue No.1 against the appellant and held that the Court of Addl. District Judge Delhi neither has the territorial jurisdiction nor the subject matter of jurisdiction to try and entertain the present suit and accordingly has directed the Registry to return the plaint to the appellant for presentation before the Court of competent jurisdiction. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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