- (1.) This appeal is directed against the order dated 23-12-1997, passed by the City Civil Court at Calcutta, rejecting the application filed by the plaintiff-appellant under Order 39, Rules 1 and 2 read with Section 151 of the Code of Civil Procedure, 1908 ('the Code') on the ground that the matter relates to loss of equity shares and consequential reliefs and in view of the provisions of Section 84 of the Companies Act, 1956 ('the Act') and the provisions of the City Civil Courts Act, particularly, item 10 of the First Schedule, such type of matter is not triable in the City Civil Court but is under the exclusive jurisdiction of this court, that is, the High Court.
(2.) We have heard Shri P.P. Banerjee, Advocate for the appellant and Shri P.C. Sen, Advocate on behalf of the respondents, Shri Banerjee submits that the Act does not provide for adjudication of the dispute that has arisen between the parties and the jurisdiction of the City Civil Court vested in it by Section 9 of the Code is not ousted by any provision in the Act. On the other hand, Shri Sen submits that a combined reading of Sections 2(11), 10 and 84 of the Act would show that it is the Company Court that has jurisdiction with respect to any matter relating to a company and since the subject-matter of the suit relates to a company, it is the Company Court that has the exclusive jurisdiction to deal with the matter. In order to appreciate the controversy involved, it would be beneficial to refer to the cause of action pleaded by the plaintiff-appellant in the civil suit. The plaintiff has pleaded to have purchased 2,000 equity shares of respondent No. 1-company in July, 1997, and thereafter to have sent the same along with duly signed and stamped transfer deeds to respondent No. 2 with the request to transfer the same in the name of the plaintiff and send back the share certificates to its office. The defendant-company received the shares through defendant No. 3 vide acknowledgement memo dated 4-8-1997, and intimated the plaintiff through defendant No. 3 that the aforesaid shares had been duly transferred in the name of the plaintiff and despatched to the address of the plaintiff on 24-9-1997. The plaintiff enquired in the local post office whether the registered cover alleged to have been addressed to the plaintiff, was lying undelivered or returned but the postal authority informed that they had not received any cover addressed to the plaintiff. Thereafter, the plaintiff, vide letter dated 25-11-1997, intimated the matter to the defendants and requested them to enquire into the matter from the post office from where the registered cover had been posted. The plaintiff has further pleaded that it apprehends that the shares have been lost either in transit or some persons of the defendant-company having vested interest, after getting possession wrongfully, were trying to make illicit gain in an unauthorised manner. The plaintiff has prayed for a decree of declaration that the plaintiff is the lawful owner of 2,000 shares of defendant No. 1-company and that the defendants are bound to transfer the same or issue duplicate share certificates in the name of the plaintiff. Mandatory injunction is also sought directing the defendants to make over the duly transferred 2,000 shares in the name of the plaintiff or to issue duplicate share certificates to the plaintiff in respect of the shares. Even though relief of declaration of title is sought, yet, having regard to the admission that the company has transferred the shares in its books, the real dispute is about the issue of duplicate shares.
(3.) Section 84(4), makes provision, inter alia, for issue of a duplicate certificate as under : "(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 payment of which, the terms and conditions, if any (including terms and conditions as to evidence and indemnity and the payment of out-of-pocket expenses incurred by a company in investigating evidence), oh which a certificate may be renewed or a duplicate thereof may be issued, shall be such as may be prescribed.";