Section 113 permits delivery of share certificates and debentures despite a subsisting injunction that does not bar proceedings.

Section 113 of the Companies Act, 1956 was construed as imposing a statutory duty on the company to complete and keep share certificates and debentures ready for delivery, and as enabling the person entitled to apply for an order directing such delivery. The provision was read as including delivery itself, and the 1988 amendment was treated as clarificatory. A subsisting civil court injunction did not, by itself, bar recourse to section 113 where it did not prohibit institution of proceedings, although it could justify refusal of ancillary relief such as action concerning dividends or other restrained matters.

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Issues: (i) Whether section 113 of the Companies Act, 1956 empowered the court to direct delivery of share certificates and debentures to the person entitled to receive them. (ii) Whether the subsisting injunction and decree of the civil court at Ludhiana barred the petitioner from obtaining relief under section 113 and from claiming delivery of the shares, debentures and dividends.

Issue (i): Whether section 113 of the Companies Act, 1956 empowered the court to direct delivery of share certificates and debentures to the person entitled to receive them.

Analysis: The provision imposed a statutory duty on the company to complete and keep the certificates ready for delivery within the prescribed time, and subsection (3) enabled an application by the person entitled to have the certificates or debentures delivered. The wording was read as including delivery, and the restrictive view that the section only attracted penal consequences was rejected. The amendment made in 1988 was treated as clarifying the legislative intent rather than creating a wholly new remedy.

Conclusion: The court held that a person entitled under section 113(3) could seek and obtain an order for delivery of the share certificates and debentures.

Issue (ii): Whether the subsisting injunction and decree of the civil court at Ludhiana barred the petitioner from obtaining relief under section 113 and from claiming delivery of the shares, debentures and dividends.

Analysis: The court distinguished cases where an order was a nullity for want of jurisdiction and held that it was not sitting in appeal over the civil court proceedings. The injunction did not restrain the petitioner from approaching the court, and section 41(b) of the Specific Relief Act, 1963 was relied upon to emphasise that access to justice should not be obstructed. At the same time, the court accepted that the subsisting restraint order could affect the grant of some ancillary reliefs, including action against the company for non-payment of dividends.

Conclusion: The injunction did not bar the petition for delivery, but it justified refusal of the prayer for initiating action against the company for failure to pay dividends and deliver the securities.

Final Conclusion: The petitioner was held entitled to delivery of the share certificates, debentures and dividends deposited in court, but not to the additional relief sought against the company, and the petition was allowed only to that extent.

Ratio Decidendi: Section 113 of the Companies Act, 1956 is to be construed as conferring a right to seek delivery of the certificates or debentures when the statutory obligation to issue them is not met, and a subsisting injunction that does not prohibit institution of proceedings cannot, by itself, defeat such relief.

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