Court quashes ROC order, restores petitioner's complaint for fresh hearing. No opinion on merits.

The court quashed the impugned order passed by the ROC, NCT Delhi and Haryana, and restored the complaint filed by the petitioner. The ROC was directed to give a fresh hearing to all parties and decide the complaint afresh within six months. The court clarified that it had not expressed any opinion on the merits of the complaint, including the jurisdiction of the ROC, and kept all contentions of the parties open. The writ petition was disposed of with no order as to costs.

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Issues Involved:
1. Jurisdiction to entertain the writ petition.
2. Jurisdiction of the Registrar of Companies (ROC) to deal with the complaint.
3. Effect of the pending Commercial Suit on the complaint.

Detailed Analysis:

1. Jurisdiction to entertain the writ petition:
The court first addressed whether it had jurisdiction to entertain the writ petition, given that the impugned order was passed by the ROC, NCT Delhi and Haryana. The petitioner argued that since their registered office is in Mumbai, the shares are listed on the Bombay Stock Exchange, and the consequences of the ROC's order affected their rights in Mumbai, the Bombay High Court had jurisdiction. The respondent did not contest these jurisdictional facts. The court cited precedents to affirm that even if a small part of the cause of action arises within its jurisdiction, it can entertain the petition. The court concluded that it had jurisdiction to hear the case as part of the cause of action arose in Mumbai and the consequences of the impugned order were felt there.

2. Jurisdiction of the Registrar of Companies (ROC) to deal with the complaint:
The petitioner contended that the ROC was the appropriate forum to resolve disputes related to the issuance of duplicate share certificates, relying on the Supreme Court judgment in Shripal Jain vs. Torrent Pharmaceuticals Ltd. The petitioner also argued that the National Company Law Tribunal (NCLT) did not have jurisdiction over such matters. The respondents countered that the NCLT, constituted under the Companies Act, 2013, had exclusive jurisdiction over company matters, including the issuance of duplicate share certificates. They also argued that SEBI had jurisdiction over complaints regarding non-payment of dividends. The court noted that substantial questions of law and fact were raised, including the jurisdiction of the ROC, and decided not to resolve these issues at this stage. Instead, it remanded the matter to the ROC for a fresh hearing.

3. Effect of the pending Commercial Suit on the complaint:
The ROC had dismissed the complaint primarily on the ground that a commercial suit was pending before the Bombay High Court. The court observed that the complaint was filed in 2015, while the suit was filed in 2017, making it impossible for the petitioner to mention the suit in the complaint. The court found this reasoning of the ROC to be incorrect. Additionally, the court noted that the ROC had failed to provide the petitioner with a hearing, violating the principles of natural justice. The court emphasized that the petitioner had consistently followed up with the ROC for a hearing and had valid reasons for their absence on the scheduled date. Consequently, the court quashed the ROC's order and remanded the matter for a fresh hearing.

Conclusion:
The court quashed the impugned order dated 3rd April 2019 passed by the ROC, NCT Delhi and Haryana, and restored the complaint dated 1st December 2015 filed by the petitioner. The ROC was directed to give a fresh hearing to all parties and decide the complaint afresh within six months. The court clarified that it had not expressed any opinion on the merits of the complaint, including the jurisdiction of the ROC, and kept all contentions of the parties open. The writ petition was disposed of with no order as to costs.

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