TaxTMI 
TaxTMI 
TaxTMI 
2020 (9) TMI 173
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....oni, Indore and on 09.09.2010 applied to the company to issue duplicate certificates. When his request was not acceded, he made a complaint to SEBI. Vide letter dated 07.10.2010, SEBI informed him that the matter is being inquired. On 29.10.2010, he received an email from the petitioner/company that the company has received 2 transfer deeds along with original share certificate for transfer of 14267 shares in favour of Smt. Leela bai, therefore, duplicate certificate cannot be issued in his favour. Aggrieved by this denial of the company, the respondent No. 1 filed civil suit No. RCS A 7000013/2013 on 11.11.2010 in the Court of IInd Civil Judge Class-II, Indore for following relief: 5. During pendency of the suit, the petitioner filed an application under Order 7 Rule 10 of CPC challenging the maintainability of the suit, which was dismissed. Appeal preferred by the petitioner before Add. Distt. Judge was also dismissed. The order of the appellate Court was not challenged by the petitioner and it has attended finality. 6. This time the petitioner filed an application under Order 7 Rule 11 of CPC stating that after incorporation of new company law 2013, the civil Court has lost ju....
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....ertificate, under the common seal of the company, specifying any shares held by any member, shall be prima facie evidence of the title of the member to such shares. (2) A certificate may be renewed or a duplicate of a certificate may be issued if such certificate- (a) is proved to have been lost or destroyed, or (b) having been defected or mutilated or torn is surrendered to the company. (3) If a company with intent to defraud renews a certificate or issues a duplicate thereof, the company shall be punishable with fine which may extend to ten thousand rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to [one lakh rupees], or with both. (4) Notwithstanding anything contained in the articles of association of a company, the manner of issue or renewal of a certificate or issue of a duplicate thereof, the form of a certificate (original or renewed) or of a duplicate thereof, the particulars to be entered in the register of members or in the register of renewed or duplicate certificates, the form of such registers, the fee on (911) FA 406-16 payment of which, ....
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....ppellant to the civil court in the facts and circumstances of the present case. He should have himself held an enquiry into the matter under Section 84(4) of the Companies Act read with the Companies (Issue of Share Certificates) Rules, 1960 and taken a decision himself in the matter." 14. The same issue was later brought before the Bombay High Court for consideration in Nine Media and Information Services Ltd. v. Hero Honda Motors Ltd., (2017) 1 Mah LJ 566 : (2016) 6 AIR Bom R 466 at page 571 wherein almost in the similar facts as of the case in hand; the Bombay High Court has followed the dictum of the Hon'ble Supreme Court rendered in Shripal Case (supra). Para 17, 18, 19 & 22 of the judgment of the Bombay High Court reads as under: "17. Thus, section 84(4) of the Companies Act makes it clear that it is the jurisdiction of the Registrar of Companies to issue the share certificate, to renew the same or to issue a duplicate of the certificate if, original certificate is proved to have been lost or destroyed. Sub-section (4) of section 84 of the Companies Act makes it clear that the Registrar in such situation, can also have the power to make necessary inquiry and for that p....
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.... decision, it becomes necessary to hold that the respondent No. 2-Registrar of Companies in the present case also, was in patent error in referring the appellant to obtain the order from the Competent Court, though he could have himself held the inquiry into the matter under section 84(4) of the Companies Act read with the Companies (Issue of Share Certificates) Rules, 1960 and taken a decision himself. Therefore, as was done by the Apex Court in the above case, in this case also, it is necessary to remand the case back to the Registrar by giving liberty to the appellant to approach the Registrar." 15. Section 55 and 56 of the Companies Act, 2013 deals with "issue and redemption of preference shares" and "transfer and transmission of securities". Section 58 and 59 prescribe redress or mechanism for resolution of dispute in respect of refusal of registration and rectification of register of members. for ready reference both Sections are reproduced here: 58. Refusal of registration and appeal against refusal (1) If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the tra....
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....ectification of register of members (1) If the name of any person is, without sufficient cause, entered in the register of members of a company, or after having been entered in the register, is, without sufficient cause, omitted therefrom, or if a default is made, or unnecessary delay takes place in entering in the register, the fact of any person having become or ceased to be a member, the person aggrieved, or any member of the company, or the company may appeal in such form as may be prescribed, to the Tribunal, or to a competent court outside India, specified by the Central Government by notification, in respect of foreign members or debenture holders residing outside India, for rectification of the register. (2) The Tribunal may, after hearing the parties to the appeal under sub-section (1) by order, either dismiss the appeal or direct that the transfer or transmission shall be registered by the company within a period of ten days of the receipt of the order or direct rectification of the records of the depository or the register and in the latter case, direct the company to pay damages, if any, sustained by the party aggrieved. (3) The provisions of this section shall no....
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....or any other law for the time being in force, by the Tribunal or the Appellate Tribunal. 18. Section 434 of the Act, 2013 provides that all the company matter pending before High Court or before District Court shall be transferred to the Company Law Tribunal. Section 434 is as follows: Section 434. Transfer of certain pending proceedings (Notified on 01-06-2016). (1) On such date as may be notified by the Central Government in this behalf,--(w.e.f. 15.11.2016) (a) all matters, proceedings or cases pending before the Board of Company Law Administration (herein in this section referred to as the Company Law Board) constituted under sub-section (1) of section 10E of the Companies Act, 1956 (1 of 1956), immediately before such date shall stand transferred to the Tribunal and the Tribunal shall dispose of such matters, proceedings or cases in accordance with the provisions of this Act; (b) any person aggrieved by any decision or order of the Company Law Board made before such date may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such order: Provi....
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....and Bankruptcy Code, 2016. (2) The Central Government may make rules consistent with the provisions of this Act to ensure timely transfer of all matters, proceedings or cases pending before the Company Law Board or the courts, to the Tribunal under this section. (emphasis supplied) 19. In the present case, the parties are at variance with regard to the issue of duplicate share certificate. In the backdrop of the law laid down by Hon'ble the Apex Court and followed by the Bombay High Court and the afore stated provisions of the Companies Act, in the facts and circumstances of the present case, it is manifest that the dispute between the parties is a company matter and not a civil dispute as held by the learned trial Court. After incorporation of new Companies Act, 2013 such matters has to be heard and decided by the Company Law Tribunal constituted under the new company law and is the only competent authority and has jurisdiction under the law to decide the conflict between the parties in respect of any company matter. It can hold enquiry into the matter under Section 84 of the Act, 1956 or 46 of the Companies Act, 2013 read with the Companies (Issue of Share Certificates) ....