Civil jurisdiction over duplicate share certificate disputes remains available where the Companies Act does not create an exclusive forum.

The Companies Act, 1956 and the Companies (Issue of Share Certificates) Rules, 1960 regulated the issue of duplicate share certificates but did not create an exclusive adjudicatory forum for disputes over such relief. Civil jurisdiction under Section 9 of the Code of Civil Procedure, 1908 therefore remained available where the Act did not expressly provide otherwise. Territorial jurisdiction was to be assessed from the plaint; on the pleaded facts, a part of the cause of action arose in Calcutta because the shares were alleged to have been sent from there and not returned there. A rebuttable presumption of service under Section 53 did not conclusively negate that pleaded cause of action.

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Issues: (i) Whether the Companies Act, 1956 excluded the jurisdiction of the civil court in a dispute concerning issue of duplicate share certificates and consequential reliefs; (ii) Whether any part of the cause of action arose within the territorial jurisdiction of the City Civil Court, Calcutta.

Issue (i): Whether the Companies Act, 1956 excluded the jurisdiction of the civil court in a dispute concerning issue of duplicate share certificates and consequential reliefs

Analysis: Section 84(4) of the Companies Act, 1956 and Rule 4(3) of the Companies (Issue of Share Certificates) Rules, 1960 regulated the manner in which duplicate share certificates could be issued, but they did not create a machinery for adjudication of disputes relating to such relief. The definition of "the Court" in Section 2(11) of the Companies Act, 1956, read with Section 10, applied only where the Act itself provided for adjudication by that court. The Act did not confer exclusive jurisdiction on the company court for every dispute relating to a company. The ordinary civil jurisdiction under Section 9 of the Code of Civil Procedure, 1908 therefore remained available.

Conclusion: The civil court's jurisdiction was not ousted, and the suit was triable by the civil court.

Issue (ii): Whether any part of the cause of action arose within the territorial jurisdiction of the City Civil Court, Calcutta

Analysis: Territorial jurisdiction had to be determined from the plaint allegations. The claim was that the shares were sent from Calcutta for transfer and were to be returned to the plaintiff at Calcutta, but were not delivered. Section 53 of the Companies Act, 1956 raised only a rebuttable presumption of service when a document was properly posted, and that presumption did not conclusively establish delivery or exclude the plaintiff's asserted right. On the pleaded facts, a part of the cause of action arose at Calcutta.

Conclusion: The City Civil Court, Calcutta had territorial jurisdiction to entertain the suit.

Final Conclusion: The appeal succeeded, the rejection order was set aside, and the City Civil Court was directed to proceed with the injunction application according to law.

Ratio Decidendi: Where the Companies Act merely prescribes the manner of issuing duplicate share certificates but does not provide a forum for adjudicating the dispute, the civil court's jurisdiction under Section 9 of the Code of Civil Procedure, 1908 is not excluded; territorial jurisdiction is determined from the pleaded cause of action and a rebuttable statutory presumption of service does not, by itself, negate it.

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