Pleading-based limitation and company-law jurisdiction bar sustained against a suit seeking rectification of members' register.

A plaint may be rejected under Order 7 Rule 11 when its own averments show the suit is barred by limitation. Here, the pleaded facts showed that the alleged fraud and transfer of shares were known by 2009, or at the latest by 2010, so Article 58 made the suit filed in 2015 time-barred; Section 17 did not extend time merely because fraud was pleaded, and later notice or a commission report did not revive limitation. The reliefs, in substance, sought rectification of the register of members and related company-law declarations, which fell within the Companies Act, 2013. The civil court's jurisdiction was therefore barred by Section 430, and the Orissa HC sustained rejection of the plaint.

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Issues: (i) whether the plaint was liable to be rejected as barred by limitation on the pleadings alone; (ii) whether the civil suit was barred by the statutory scheme governing rectification of the register of members and the jurisdiction of the civil court.

Issue (i): whether the plaint was liable to be rejected as barred by limitation on the pleadings alone.

Analysis: The plaint itself pleaded that the plaintiff came to know of the alleged fraudulent transfer and capture of shares in 2009 and that the fraud stood established by 2010. In an application under Order 7 Rule 11, the averments in the plaint must be read as a whole, and where the bar of limitation is apparent from those averments, rejection of the plaint is permissible. The Court held that Section 17 of the Limitation Act does not postpone limitation merely because fraud is alleged; once the antecedent facts necessary to pursue the remedy are known, time begins to run. Applying Article 58, the right to sue first accrued in 2009 or at the latest in 2010, so a suit filed in 2015 was beyond time. The later notice and the commission report did not extend limitation.

Conclusion: The suit was rightly held to be barred by limitation.

Issue (ii): whether the civil suit was barred by the statutory scheme governing rectification of the register of members and the jurisdiction of the civil court.

Analysis: The reliefs in substance sought declaration of entitlement to shares and inclusion of the plaintiff's branch in the register of members, which amounted to a request for rectification of the register. That subject-matter falls within Section 59 of the Companies Act, 2013, with further company-law reliefs also being available under the Act. Section 430 bars the jurisdiction of the civil court in respect of matters the Tribunal is empowered to determine. The dispute, therefore, was one for the company-law forum and not for a civil court.

Conclusion: The civil court's jurisdiction was barred and the plaint was correctly rejected.

Final Conclusion: The concurrent orders rejecting the plaint were sustained because the claim was time-barred and, in any event, lay within the exclusive company-law forum.

Ratio Decidendi: In an application under Order 7 Rule 11, a plaint may be rejected where its own averments disclose that the suit is barred by limitation, and a dispute in substance seeking rectification of the register of members under the Companies Act, 2013 cannot be entertained by a civil court because of the jurisdictional bar in Section 430.

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