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2013 (3) TMI 90 - HC - Companies LawCancellation of shares - Petitioner was a registered shareholder of respondent-company having its registered office at Shillong - respondent-company has not held any meeting nor has it taken any resolution for cancellation of the shares allotted in the year 2001-2002 which would include petitioner's shares - neither has the respondent-company taken his consent in writing or otherwise for cancellation of his shares - writ filled by the petitioner desiring to question the tenability of the prayer of the respondent-company made before the Company Law Board, Delhi for cancellation of those shares - Whether the facts projected by the respondent-company in their petition can constitute a material, essential or integral part of the cause of action? Held that:- Mere fact that the respondent-company was registered, or has its registered office, at Shillong, is not decisive, and has absolutely no bearing with the lis or the dispute involved in the case so as to confer territorial jurisdiction upon Gauhati High Court. Thus having a registered office of the respondent-company at Shillong has not, even remotely, touched upon the controversy involved in the company petition pending before the Principal Bench of Company Law Board at Delhi, the bundle of facts to be proved by the respondent-company before the Company Law Board at Delhi for the right to judgment is not about the situs of their registered office. On the contrary, this writ petition is squarely covered by the decision of the Apex Court in Adani Exports Ltd. case (2001 (10) TMI 321 - SUPREME COURT OF INDIA). Therefore, the mere fact that the respondent No. 2 has its registered office at Shillong or carries on its business at Shillong has absolutely no bearing on whether the shares allotted by it in the year 2001-02, is legal or not is rather the cause of action for the company petition such an issue cannot, by any stretch of imagination, be held to constitute a material, essential or integral part of the cause of action, they are as different as chalk and cheese. Thus no part of the cause of action of the company petition pending before the Company Law Board at Delhi lies within the territorial jurisdiction of this Court. Writ petition dismissed on the ground of its non- maintainability for want of territorial jurisdiction.
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