CP No. 8/111 of 2012. Case: In Re: Larsen & Tourbo Ltd. Vs. Company Law Board
| Case Number | CP No. 8/111 of 2012 |
| Judges | B.S.V. Prakash Kumar, Member |
| Issue | Code of Civil Procedure, 1908 (CPC) - Section 9; Companies Act, 1956 - Sections 108, 111, 111A |
| Citation | 2013 (117) CLA 102 (CLB), 2014 (182) CompCas 43 (CLB) |
| Judgement Date | May 02, 2013 |
| Court | Company Law Board |
Order:
B.S.V. Prakash Kumar, Member, (New Delhi Bench)
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The issue involved in both the cases being identical, there being no need to go into the facts of the cases, I have passed this common order in both the CPs, i.e., CP No. 7/111/12 and CP No. 8/111/12. The petitioner herein filed two company petitions stating that the debentures lying in the name of the petitioner have been shown as forfeited by the respondent-company, therefore, he sought the relief for rectification of the register under section 111A of the Companies Act, 1956 ('the Act') because the hon'ble Addl. District Judge-12, Central District, Delhi passed an order stating that the jurisdiction to deal with this issue vests in the Company Law Board ('CLB') under section 111, sub-section (4) of the Act.
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On seeing the issue pending, I have noticed that the respondent-company forfeited the debentures lying in the name of the petitioner on the ground of non-payment. Now, the case of the petitioner is, he has received no notice before the company forfeiting the debentures of the petitioner. He further submits those debentures are matured to be converted as shares, whereas the respondent-company instead of converting the debentures into shares forfeited the debentures of the petitioner and deleted his name from the register of debentures.
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The provisions of section 111A confers the powers upon the tribunal to deal with the issue when rectification of register is required. It is an issue to be decided whether such forfeiture is valid or not, unless that issue is decided, the register of the debentures cannot be rectified.
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Section 111 is given heading "power to refuse registration and appeal against refusal" section 111A is given heading "rectification of register on transfer", if the sections are read, they indicate they apply to cases where the company refuses to register or rectify the register of shares or debentures either on transfer or on transmission. This being the jurisdiction to be dealt with under these sections, with all humility, I am of the view this inherent jurisdiction conferred upon the Tribunal could not be expanded to cases of rectification of records when forfeiture or allotment is an issue for adjudication. If we see sub-section (1) of these two sections, they reflect the scope of these two sections, then whatever that has been followed in remaining sub-sections could be construed as either explanation or procedure or the situations in which action...
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