TMI Blog1999 (2) TMI 483X X X X Extracts X X X X X X X X Extracts X X X X ..... nts that the Stock Holding Corpn. of India Ltd. (SHCIL) had sent 10,750 equity shares of the respondent-company for transfer in the name of the appellants on 15-3-1991. The respondent-company transferred only 4,700 shares. The respondent-company also had issued rights issue in the ratio of 1:5 in the year 1993 and had also issued Bonus Shares in the ratio of 1:1. The appellants felt that the shares issued as rights shares and bonus shares would not be allotted to the appellants and consequently the name of the appellants will not be entered in the Register of Members of respondent-company in respect of 14,520 shares. It is their case that the Register should be rectified in respect of 14,520 shares by entering the name of the appellants. The respondent-company filed their reply dated 6-7-1995. The respon- dent-company stated that they received a letter dated 15-3-1991 from SHCIL giving the details of 10,750 shares. The respondent-company, however, received only 4,700 shares. A letter dated 13-5-1991 was ad-dressed to SHCIL. The respondent-company also sent an acknowledgement dated 16-5-1991 for the receipt of 4,700 shares. SHCIL made enquiries as late as in December 1993 after th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e jurisdiction of the civil court is ousted. The matter need not detain me for long. Sub-section (4) of section 111 before its substitution in section 111 was section 155 of the Companies Act. Section 155 and sub-section (4) of section 111 is in pari materia. Various High Courts including this Court had considered section 155. Some High Courts had taken one view as to the scope of the power under section 155. Two Division Benches of the Delhi High Court had taken different views of the matter and as such the matter was referred to the Full Bench of the Delhi High Court in the case of Ammonia Supplies Corpn. (P.) Ltd v. Modern Plastic Containers (P.) Ltd. [1994] 79 Comp. Cas. 163. After considering the various views of the other High Courts as also its earlier judgment in the case of Harnam Singh v. Bhagwan Singh [1992] 74 Comp. Cas. 726 (Delhi) on account of which the reference was made as also the observation of the Apex Court in the case of Public Passenger Service Ltd. v. M.A. Khadar [1966] 36 Comp. Cas. 1 (SC), the Full Bench of the Delhi High Court answered the reference as under: 1.The jurisdiction exercised by the company court under section 155 of the Act is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion came to be filed amongst others under section 155. The petition was, however, confined to relief under section 155. The only issue before the Apex Court was the jurisdiction of the Court under section 155 while dealing with the application. It was contended that the sole beneficiary was Shri M.L. Bhargava. There are certain other facts which need not be stated. The Apex Court, thereafter referred to para 7 of its earlier judgment in the case of Public Passenger Service Ltd. ( supra ). It was sought to be contended before the Apex Court that the said judgment was per incuriam. In the alternative it was contended that the attention of both the Full Bench of the Delhi High Court and of the Apex Court in Public Passenger (P.) Ltd. 's case ( supra ) was not drawn to the definition of 'Court' as defined under section 2(11) and section 10. It was argued that if that had been considered a different interpretation would have followed. If that definition is read into section 155 the Court would only be a company judge and not civil judge. In para 14 insofar as its own judgment in Public Passenger Service Ltd. 's case ( supra ) the Apex Court observed that the argument that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ircumstances of each case. If it truly is rectification all matter raised in that connection should be decided by the Court under section 155 and if it finds adjudication of any matter not falling under it, it may direct a party to get his right adjudicated by civil court..." (p. 3163) Thereafter the Apex Court observed as under : "...We have already held above the jurisdiction of the 'court' under section 155, to the extent it has exclusive, the jurisdiction of civil court is impliedly barred. For what is not covered as aforesaid the Civil Court would have jurisdiction..." (p. 3163) It is, therefore, now clear from the judgment of the Apex Court in Ammonia Supplies Corpn. (P.) Ltd's case ( supra ), the Apex Court has held that insofar as the matters of rectification are concerned, it is the company court alone which would have jurisdiction. If issues which have to be answered are not peripheral to rectification but issues regarding title, etc., then such other issues will have to be decided by the civil court. The Apex Court has now recognized that it is the company court which would be the Court of exclusive jurisdiction insofar as rectification is concerned. However, i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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