Case: Rai Bahadur Gujarmal Modi &amp; Bros. Private Limited Vs. Godfrey Philips India Limited &amp; Another

the definition clause cannot be given the interpretation that whenever there is a dispute relating to a company, it is the company court as defined in section 2(11) that will have the jurisdiction.9. A single Judge of the Gujarat High Court in the case of M.G.Doshit vs. Reliance Petrochemicals Ltd., 1994 (Vol.79) 830, held that the High Court under the Companies Act is a special court with special company jurisdiction and that jurisdiction has to be found from specific provision of the Act. The High Court does not have any general plenary or residuary jurisdiction to deal with all matters and all questions arising under the Companies Act.10. In the case of R.Prakasam vs. Sree Narayan Dharma Paripalana Yogam, 1980 Company Cases (vol.50) 611, the learned single Judge of the Kerala High Court, held that section 10 of the Companies Act does not purport to invest the company court with jurisdiction over every matter arising under the Companies Act.11. Mr.S.H.Doctor, the senior counsel for the Appellant (Applicant Company) relied upon the judgment of the Rajasthan High Court in the case of Maharaj Kumar Mahendra Singh vs. Lake Palace Hotels & Motels Pvt. Ltd.,& others, 1985 (Vol.58) Company Cases 805, in support of his contention that the Application under section 84(4) could be entertained by the High Court in its company jurisdiction. He particularly relied upon the observations made by the learned single Judge of the Rajasthan High Court that all matters arising under the Companies Act can be heard by the High Court which are not covered under the notification issued under sub-section (2) of section 10 of the Companies Act by the Central Government.12. Mr.S.H.Doctor also relied upon the brief order of the Supreme Court in the case of Shripal Jain vs. Torrent Pharmaceuticals Ltd., & others 1995 Supp (4) Supreme Court Cases 590, where, with relation to the Application under section 84(4), it was held that for issuance of duplicate certificates on account of loss of original ones, the proper forum to grant such relief under section 84(4) is not the civil court but the Registrar of Companies.13. In our considered view, section 10 of the Act of 1956 only determines the territorial jurisdiction of the High Court. The said provision cannot be construed to mean that the High Court has jurisdiction with respect to all matters relating to a Company. Wherever a special remedy before the Special Court has been provided, the legislature has made special provisions under the Act of 1956. That the High Court, as a company court is a special court with special company jurisdiction, needs no elaboration. The jurisdiction of the company court has to be found specifically from the provisions of the Act and it cannot be said that even where no special forum is provided under the Act of 1956, yet the High Court as a company court has jurisdiction to deal with all matters under the Companies Act. This will mean conferring a special jurisdiction to the Special Court (read High Court in the present case) when the legislature has not provided that specifically and expressly. The power that has been conferred on the High Court under the Companies Act is not plenary power enabling it to deal with all matters and all questions and all issues arising under the Companies Act. We find ourselves in respectful agreement with the view of the Calcutta High Court, Gujarat High Court and Kerala High Court, referred to hereinabove. Our view is also consistent with the decision of this Court in the case of Santosh Poddar.14. The view of the Rajasthan High Court in the case of Maharaj Kumar Mahendra Singh (supra), that all matters arising under the Companies Act can be heard by the company Court which are not covered under the notification issued under sub-section 2 of Section 10 of the Companies Act by the Central Government, does not seem to us to be expositing the legal proposition that all issues and all questions under the Act of 1956 can be adjudicated and determined by the company Court irrespective of whether such special provision has been made under the Act of 1956 or not.15. In the case of Shripal Jain (supra), the Apex Court observed thus: -"2. The share certificates purchased by the appellant in respect of M/s. Torrent Pharmaceuticals Ltd., were stolen. The appellant approached the Registrar, Respondent No.2 in the appeal herein, for issue of duplicate certificates. The Registrar directed the appellant to have a direction in this respect from the civil court. The civil court rejected the application of the appellant. The High Court dismissed the civil revision filed by the appellant in limine.3. We are of the view that the Registrar of the Company was in patent error in referring the appellant 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 take a decision himself in the matter.4. We, therefore, set aside the impugned order of the civil court and consequent order of the High Court and remand the case back to the Registrar, Respondent No.2 to decide the matter in accordance with law in the first instance. The appeal is disposed of. No costs."16. Surely, from the aforesaid observations in Shripal Jains case, it cannot be said that the Application under section 84(4) could be maintained before the company Court by invoking section 2(11) read with section 10 of the Companies Act.17. We have no hesitation in holding that a special court viz., "company court" cannot be said to have jurisdiction to decide all issues and all questions under the Act of 1956 until specific provision is made in that regard under that Act.18. With regard to the Application under section 84(4), we find that no specific provision has been made conferring jurisdiction on the company court under section 2(11) read with section 10.

Decision (1 = appeal accepted, 0 = rejected): 0

Explanation:
0[ds]13. In our considered view, section 10 of the Act of 1956 only determines the territorial jurisdiction of the High Court. The said provision cannot be construed to mean that the High Court has jurisdiction with respect to all matters relating to a Company. Wherever a special remedy before the Special Court has been provided, the legislature has made special provisions under the Act of 1956. That the High Court, as a company court is a special court with special company jurisdiction, needs no elaboration. The jurisdiction of the company court has to be found specifically from the provisions of the Act and it cannot be said that even where no special forum is provided under the Act of 1956, yet the High Court as a company court has jurisdiction to deal with all matters under the Companies Act. This will mean conferring a special jurisdiction to the Special Court (read High Court in the present case) when the legislature has not provided that specifically and expressly. The power that has been conferred on the High Court under the Companies Act is not plenary power enabling it to deal with all matters and all questions and all issues arising under the Companies Act. We find ourselves in respectful agreement with the view of the Calcutta High Court, Gujarat High Court and Kerala High Court, referred to hereinabove. Our view is also consistent with the decision of this Court in the case of Santosh Poddar.Surely, from the aforesaid observations in Shripal Jains case, it cannot be said that the Application under section 84(4) could be maintained before the company Court by invoking section 2(11) read with section 10 of the Companies Act.17. We have no hesitation in holding that a special court viz., "company court" cannot be said to have jurisdiction to decide all issues and all questions under the Act of 1956 until specific provision is made in that regard under that Act.18. With regard to the Application under section 84(4), we find that no specific provision has been made conferring jurisdiction on the company court under section 2(11) read with section 10.