Company law jurisdiction excludes civil court where share title and register rectification are in issue

Disputes seeking declaration, cancellation of transfer deeds and rectification of the register of members were treated as matters falling within the company forum's jurisdiction under Section 155 of the Companies Act, because they concerned title to shares and rectification of the register. The civil court's jurisdiction was held excluded for such a lis, and the place of the registered office was relevant under the special statutory scheme rather than the general civil procedure rule. The suit was therefore held not maintainable before the Delhi civil court, and jurisdiction lay with the company forum.

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Issues: Whether the civil court had territorial or subject-matter jurisdiction to entertain a suit seeking declaration, cancellation of transfer deeds and rectification of the register of shareholders, or whether such disputes fell within the exclusive jurisdiction of the company forum under the Companies Act.

Analysis: The dispute was found to concern rectification of the register of members and the title to shares. On the authorities considered, matters falling within the scope of Section 155 of the Companies Act are to be dealt with by the company forum, which may decide questions relating to title and rectification. The civil court's jurisdiction was treated as excluded in relation to such a lis, and the place of the registered office was relevant for jurisdiction under the special enactment rather than the general rule of civil procedure.

Conclusion: The suit was held not maintainable before the Delhi civil court and the jurisdiction lay with the company forum.

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