Civil court jurisdiction over share title disputes remains intact where Companies Act bar and arbitration clause do not apply.

Section 430 of the Companies Act, 2013 bars civil court jurisdiction only over matters the Tribunal or Appellate Tribunal is empowered to decide, while Sections 58 and 59 concern refusal of registration and rectification of the register after title to shares is determined. On the pleaded facts, the dispute concerned alleged non-payment of full consideration, wrongful transfer and re-transfer of shares, and title to the shares themselves, which remained within the civil court's domain. The arbitration clause in the share purchase agreement did not justify rejection of the plaint on the statutory bar applied by the Trial Court, because contractual arbitration and the Companies Act bar have different effects and the plaintiff could not be left without a remedy at the threshold.

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Issues: Whether the plaint was liable to rejection on the ground that the dispute was barred by Section 430 read with Sections 58 and 59 of the Companies Act, 2013, and whether the arbitration clause in the share purchase agreement displaced the civil court's jurisdiction.

Analysis: Section 430 bars civil court jurisdiction only in respect of matters which the Tribunal or Appellate Tribunal is empowered to determine under the Companies Act, 2013 or any other law. Sections 58 and 59 operate in the field of refusal of registration, rectification of the register, and related statutory consequences, and become relevant only after the question of title to shares is determined. The dispute pleaded in the plaint concerned the alleged failure to pay the full consideration, the asserted wrongful transfer of shares, re-transfer of shares, and the title to the shares themselves, which are issues falling within the civil court's domain. The arbitration clause in the agreement did not justify rejection of the plaint on the footing adopted by the Trial Court, because the existence of a contractual arbitration mechanism and the statutory bar under the Companies Act involve different consequences, and the plaintiff could not be left without a remedy at the threshold.

Conclusion: The bar under Section 430 read with Sections 58 and 59 of the Companies Act, 2013 did not apply to the suit, and the plaint ought not to have been rejected on that basis.

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