Asoka Tea Estate (Pr... v. The Registrar Of Joi...

This revision petition arises out of an application made by a private limited company to the District Court of Coimbatore under S. 75(4) of the Companies Act, 1956 praying that the delay in filing a statement in Form No. 2 of the allotment of shares before the Registrar of Joint Stock Companies, Madras, may be condoned and that time may be extended for filing the said document upto the 20th July 1956.

The only facts necessary for disposal of this revision petition are: On 6th April 1956, 234 shares of the Company were allotted to 16 persons. The new Act of 1956 came into force on 1st April 1956. For some reason or other, no allotment was filed in the prescribed form under the new Companies Act. It was only on 12th July 1956 that the Registrar supplied the petitioner with the requisite form and the petitioner filed the statement in proper form on 20th July 1956. Under S. 75(1)(a) of the Companies Act, 1956, the company had to file the statement within one month of the allotment. As the statement was not filed in proper form within the time prescribed, the petitioner applied to the District Court for a condonation of the delay and for an order extending the time upto 20th July 1956.

When the application came on for hearing before the learned District Judge he held that the District Court had no jurisdiction to entertain the application and therefore returned the petition to the petitioner for being presented to the proper Court having jurisdiction. The reasoning of the learned Judge was this. Under S. 10 of the Act of 1956 the High Court is the Court having jurisdiction except to the extent to which jurisdiction has been conferred on any District Court subordinate to the High Court in pursuance of Sub-S. (2), which provides that the Central Government may, by notification in the Official Gazette and subject to such restrictions, limitations and conditions as it thinks fit, empower any District Court to exercise all or any of the jurisdiction conferred by the Act in respect of certain matters. No such notification has been issued by the Central Government after the coming into force of the new Act empowering the District Court of Coimbatore, to exercise jurisdiction under any of the sections of the new Act. The old Companies Act of 1913 and all cognate enactments had been repealed by the enactment of the present Act. As under the new Companies Act jurisdiction had not yet been conferred upon the District Court to entertain applications under S. 75(4) of the new Act, the present application could not be entertained by the District Court.

It is common ground that under the Companies Act of 1913 the District Court had been invested with jurisdiction under S. 3 of the old Act corresponding to S. 10 of the new Act. Before the District Judge S. 645 of the Companies Act of 1956 was relied on by the petitioner. That section saves certain orders, rules, regulations, appointments, mortgages, deeds, documents, proceedings etc., passed, made or done in pursuance of previous Companies Law of 1913. Such orders, rules, regulations etc., shall if in force at the commencement of the Act of 1956, continue to be in force, and so far as it could have been made, directed, passed, given, taken, executed, issued or done, shall have effect as if made directed etc., in pursuance of the new Act.

I find it difficult to hold that the notification published under S. 3 of the old Act falls within any of the categories enumerated in S. 645 of the new Act of 1956. But in my opinion S. 24 of the General Clauses Act X of 1897 is directly in point and continues the jurisdiction of the District Courts conferred on them by the order of the Government in 1947. That section in so far as it is material runs thus:

“Where any Central Act or Regulation is, after the commencement of this Act, repealed or re-enacted with or without modification, then, unless it is otherwise expressly provided, any appointment, notification, order, scheme, rule, form or bye-law, made or issued under the repealed Act or Regulation shall so far at it is not inconsistent with the provisions re-enacted, continue in force, and be deemed to have been made or issued under the provisions so re-enacted unless and until it is superseded by any appointment, notification…………made or issued under the provisions so re-enacted.”

By virtue of this section the notification of the Government in G.O No. Ms. 654 Development dated 20th February 1947 must be deemed to continue in force even after the coming into force of the new Act of 1956. The District Court had therefore jurisdiction to entertain the petitioner's application. It is common ground that S. 104 of the old Act which corresponds to S. 75 of the new Act is not one of the excepted sections either under S. 3 of the old Act or S. 10 of the new Act of 1956 respectively.

The civil revision petition is allowed and the order of the learned District Judge returning the petition to the petitioner is set aside. The application made by the petitioner will be restored to file and disposed of in accordance with law. No order as to costs.

V.C.S