TMI Blog2000 (6) TMI 731X X X X Extracts X X X X X X X X Extracts X X X X ..... ny incorporated under the Companies Act, 1956 ( the Act ). It has its registered office at P.O. Petro Chemicals, Distt. Vadodara-391346 (Gujarat). Petitioner No. 2 K.G. Ramnathan is the chairman and managing director of the petitioner-company. The petitioner-company has invited applications for allotment of public issue of equity shares of rupees ten each for cash at a premium of rupees one hundred fifty per share. At the relevant time when the public issue was made the Government of India held 80 per cent of the equity share capital of the company and it was declared by the company that subsequent to the proposed issue the holding of the Government of India will be 70.87 per cent of the enhanced equity. In pursuance of the invitation, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the petitioner that the complaint under section 113 could be filed before the Company Law Board ( the Board ) only as provided under sub-section (3) of section 113, that the petitioner-company s registered office having situated at Vadodara (Gujarat), the court below has no jurisdiction to entertain the complaint made under sections 113 and 116, that the court below has committed an error in taking cognizance on a complaint of the respondent No. 2 who claimed herself to be a shareholder for an offence under sections 113 and 116 against the petitioner-company which is a Government company. I shall deal with the submissions made by the counsel for the parties one by one. 5. Section 113(1) (so far it is relevant for this case) provides for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of certificate, the punishment on default, if any, would be in the domain of the courts only. Sub-section (3) lays down a summary remedy of applying to the Board for an order directing the company and any officer thereof to issue certificate in respect of which default of section 113(1) has been committed. The person entitled to the certificate may approach the Board for an order directing the issue of certificate. He is required to serve a notice on the company as provided under sub-section (3) and only in the event of the company failing to comply with the notice within ten days he can move the Board under sub-section (3) of section 113. Reading of section 113 as a whole clearly indicates that the person who has not been delivered share c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be filed in the court of magistrate having jurisdiction whereas if he wants to resort to the summary remedy for delivery, he can approach the Board under sub-section (3) of section 113. 7. Admittedly the petitioner-company s registered office is situated at Vadodara (Gujarat). The complaint of the respondent No. 2 is in respect of non-delivery of share certificates within the prescribed time after allotment whereby the alleged offence under section 113(2) is committed by the petitioner-company. The question raised is now finally settled by the Apex Court in a judgment in H.V. Jairam v. Industrial Credit Investment Corpn. of India Ltd. [2000] 36 CLA 1 wherein it has been held that under the provisions of section 53 of the Act two ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y any State Government or Governments, or partly by Central Government and partly by one or more State Governments and includes a company which is subsidiary of a Government company. The petitioner-company has paid-up share capital by the Central Government more than 51 per cent and, thus the company is a Government company. Section 621 prohibits the court to take cognizance of the offence against the Act other than an offence with respect to which proceedings are instituted under section 545, which is alleged to have been committed by any company or any officer thereof except on a complaint in writing of the Registrar, or of a shareholder of the company or a person authorised by Central Government in that behalf. In case of Government comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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