HERBERTSONS LIMITED vs RAM RATAN SHAW

THIS appeal has arisen out of order dated 11.11.1998. The present dispute revolves round the question of transfer of some shares in favour of the complainant. The case of the complainant is that sometimes in 1994 he purchased 400 equity shares of opposite party No. 1 through opposite party No. 2. Subsequently these shares were forwarded to the opposite party No. 1 through the opposite party No. 2 for transfer of the same in his name. Usual Transfer Deeds were also executed. Later on the complainant came to learn that out of 400 equity shares 300 equity shares had been transferred in his name while the rest had been sent back with objection. The complainant having not received the aforesaid shares after transfer in his name, approached the Forum alleging deficiency in service and praying for a direction upon the opposite parties to send those shares to him after due transfer.

THE case was resisted by the opposite party No. 1 by filing written version wherein one of the objections was regarding maintainability of the case. According to the opposite party the Forum was not competent to entertain the dispute because of want of territorial jurisdiction. THE opposite party had also raised the question of fraud and forgery in the matter of transferring those shares in the name of the complainant. It appears that the Forum overruled this objection with regard to lack of jurisdiction on the part of the Forum to entertain and determine the dispute. The Forum also disallowed the objection with regard to fraudulent nature of the transactions.

Being aggrieved thereby the opposite party has come in appeal. Learned Counsel appearing for the appellant has raised this question of jurisdiction. According to the appellant any complaint in regard to the transfer of share certificate of a Company can be filed only at the place where the Company''s registered office is situated. It is not disputed that the registered office of the Company is situated at Mumbai. The learned Counsel appearing for the appellant submits that the Forum at Calcutta has no jurisdiction to resolve the dispute. The complainant ought to have sought relief before the Forum at Mumbai. He draws support from a decision of the Hon''ble Supreme Court reported in AIR 2000 (Supreme Court) 579. We have perused the decision of the Hon''ble Supreme Court and we are inclined to apply the ratio of decision rendered by it. The Supreme Court held clearly that the cause of action for failure to deliver the share certificates would arise where the registered office of the Company is situated. It is accepted that the register of shares is maintained at the registered office of the Company at Mumbai and not elsewhere and the transfer and registration of shares is effected only at the registered office of the Company. Therefore, relying on the decision of the Supreme Court we are in agreement with the submission made by the learned Counsel for the appellant. In our view, the Calcutta Forum had no jurisdiction to determine the present dispute. In that view of the matter we cannot upheld the judgment of the Forum. The Forum ought not to have entertained the complaint because of lack of jurisdiction.

IN the circumstances, we allow the appeal and set aside the judgment. The complainant may seek redress before the proper Forum, if so advised and if not otherwise barred. The appeal be disposed of accordingly. Appeal allowed.