1999 (2) TMI 711

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.... No. 8 on the Agenda of that A.G.M. Item No. 8 of the Agenda was regarding the allotment of equity shares not exceeding 1,00,000 to the promoters of the company. The trial Court has held that in view of the provisions of section 111 of the Companies Act. The Civil Court has no jurisdiction to entertain the suit. 2. The learned Counsel appearing for the appellant submits that the trial Court has committed a grave error in holding that the provisions of section 111 are applicable in the present case. He points out that the respondent company is a public limited company. He further points out that because of the provisions of sub-section (4) of section 111 of the Companies Act, application of section 111 is restricted only to the private limi....

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.... submission of the learned Counsel, therefore, remedies that were available under section 111 as it stood before the amendment in 1995 in relation to the public limited companies would be available under section 111-A of the Companies Act. The learned Counsel submits that the word 'transfer' would also include allotment of shares and therefore the plaintiff has a right of an appeal before the Company Law Board under section 111-A of the Act. 4. Now it is clear firstly that before the trial Court though section 111 was amended in 1995, both the parties proceeded on the assumption that section 111 applies to the respondent-company. That was obviously wrong. It is absolutely clear from the provisions of sub-section (14) of section 111....

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....fore it is clear that the legislature was fully aware of the existence of two types of rights of appeal given by section 111 namely right of appeal given under sub-sections (1) and (2) and right of appeal given by sub-section (4). However, while enacting section 111-A in relation to the public limited companies, the legislature restricted the right of appeal only in case of transfer of shares and the wider of right of appeal which was provided by sub-section (4) was not enacted in section 111-A. The Legislature which is aware of the existing position when makes a conscious departure of such a nature, in my opinion, there would be no room to infer that the right of appeal provided by sub-section (4) of section 111-A is to be read in consonan....