LexJAI MAHAL HOTELS PVT. LTD. versus RAJ KUMAR DEVRAJ & ORS.
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(2015] 11 S.C.R. 323 JAi MAHAL HOTELS PVT. LTD. v. RAJ KUMAR DEVRAJ & ORS. (Civil Appeal No. 7914 of 2015) SEPTEMBER 23, 2015 [ANIL R. DAVE AND ADARSH KUMAR GOEL, JJ.] A B Companies Act, 1956 - s. 111 - Power under, to direct rectification in the share register of a Company- Scope of- c Late Maharaja bequeathed his shares in the estate in favour of his mother-rajmata - Issuance of succession certificate in favour of mother and her grand children-DR group by District Judge - After the death of mother, grandchildren sought transmission and transfer of shares in their names on basis D of succession certificate, however, the same was challenged by the step grand children- Company Law Board (CLB) held that such disputed and complicated questions of law and facts cannot be decided by CLB in summary jurisdiction uls. 111 of the Act- In appeal, the High Court directed rectification at E the instance of DR group - On appeal, held: There is no real dispute between the parties about the entitlement of DR Group to have the shares transferred in their favour - Maharaja executed Will in favour of his mother; mother and DR jointly obtained succession certificate; mother signed the F transfer deeds and communicated the same to the Board of Directors; and the civil court declined to grant temporary injunction finding no prima facie case against the succession certificate - Thus, even in summary jurisdiction, CLB had no justification to reject the claim of the DR Group - High G Court rightly set aside the said order. Dismissing the appeals, the Court H 323 324 SUPREME COURT REPORTS [2015] 11 S.C.R. A HELD: 1.1 There is a thin line in appreciating the scope of jurisdiction of the Company Court/Company Law Board. The jurisdiction is exclusive ifthe matter truly relates to rectification but if the issue is alien to rectification, such matter may not be within the exclusive B jurisdiction of the Company Court/Company Law Board. [Para 17] [336-G-H; 337-A] 1.2 There is no real dispute between the parties. It is concluded that LMJS executed will in favour of his C mother-GD; GD and DR jointly obtained succession certificate; GD signed the transfer deeds and communicated the same to the Board of Directors; and the civil court declined to grant temporary injunction finding no prima facie case against the succession D certificate. In the said circumstances, even in summary jurisdiction, the CLB had no justification to reject the claim of the DR Group. The High Court rightly reversed the said order. [Paras 20, 22 and 23] [337-H; 338-E-H] E F G H Ammonia Supplies Corpn. (P) Ltd. vs. Modern Plastic Containers (P) Ltd. 1998 (7) SCC 105: 1998 (1) Suppl. SCR 413; Standard Chartered Bank vs. Andhra Bank Financial Services Ltd. 2006 (6) SCC 94: 2006 (2) Suppl. SCR 1; Luxmi Tea Company Limited vs. Pradip Kumar Sarkar 1989 Supp. (2) sec 656: 1989 (2) Suppl. SCR 82; Bajaj Auto Ltd. vs. N.K. Firodia 1970 (2) SCC 550, 557: 1971 (2) SCR 40; Mu/raj vs. Murti Raghonathfi Maharaj (1967) 3 SCR 84;Manohar Lal vs. Ugrasen 2010 (11) SCC 557: 2010 (7) SCR 346; Ajudh Raj VS. Moti 1991 (3) sec 136;Chiranjila Shrila/ Goenka vs. Jasjit Singh 1993 (2) sec 507: 1993 (2) SCR 454; Nupur Mitra vs. Basubani Pvt. Ltd. 1999 (2) Calcutta Law JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ 325 Times 264; Public Passenger Service Ltd. vs. M.A. Khadar AIR 1966 SC 489: 1966 SCR 683- referred to. Case Law Reference 1998 (1) Suppl. SCR 413 referred to. Para 11 2006 (2) Suppl. SCR 1 referred to. Para 11 1989.(2) Suppl. SCR 82 referred to. Para 11 1971 (2) SCR 40 referred to. Para 11 (1967) 3 SCR 84 referred to. Para 11 2010 (7) SCR 346 referred to. Para 11 1991 (3) sec 136 referred to. Para 11 1993 (2) SCR 454 referred to. Para 11 1999 (2) Calcutta Law Times 264 referred to. Para 13 1966 SCR 683 referred to. Para 16 CIVIL APPELLATE JURISDICTION: Civil Appeal No. 7914 of 2015 From the Judgment and Order dated 12.12.2012 of the High Court of Delhi at New Delhi in Company Appeal No. 25 of2011 WITH C.A. NOS. 7915, 7919, 7916, 7917 & 7918 of2015 H. P. Rawal, Sanjiv Sen, Vikas Singh, Parth Sil, Dev J. qoy, Tavish B. Prasad; DivyaAnand, Sarad Kumar Singhania, Rashmi Singhania for the Appellant. A B c D E F G H 326 SUPREME COURT REPORTS [2015] 11 S.C.R. A C.A. Sundaram, Anjali K. Varma, Abhishek K. Rao, B Tushita Ghosh, Bhavya Bharti, Shailesh Suman, Rohini Musa,
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