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PETITIONER: CANARA BANK

       Vs.

RESPONDENT: NUCLEAR POWER CORPORATION OF INDIA LTD. AND ORS.

DATE OF JUDGMENT06/03/1995

BENCH: BHARUCHA S.P. (J) BENCH: BHARUCHA S.P. (J) VERMA, JAGDISH SARAN (J) PARIPOORNAN, K.S.(J)

CITATION:  1995 SCC  Supl.  (3)  81 JT 1995 (3)    42  1995 SCALE  (2)162

ACT:

HEADNOTE:

JUDGMENT: BHARUCHA, J.: 1. Leave granted. Facts 2.   This  is an appeal from the judgment and order  of  the Company Law Board which raises an interesting question as to the exclusive jurisdiction of the Special Court  constituted under the provisions of the Special Court (Trial of Offences relating  to  Transactions in Securities)  Act,  1992.   The Company  Law Board (CLB) has held that its  jurisdiction  to deal  with matters relating to securities, provided  by  the Companies  Act, 1956, is not affected by the  Special  Court Act. 3.   The question arose in these circumstances.  The  Canara Bank (the appellant) had made an application before the CLB 46 under  Section  III  of the  Companies  Act  seeking  relief against  the  Nuclear Power Corporation of India  Ltd.  (the first  respondent),  which had refused to  register  in  its books  in the name of the Canara Bank bonds of  the  Nuclear Power  Corporation purchased by the Canara Bank.  The  Stan- dard Chartered Bank (the fourth respondent) had also claimed ownership  of the said bonds.  The Canara Bank alleged  that it  had  acquired  the  said  bonds  from  the  Andhra  Bank Financial  Services Ltd. (the third respondent) through  one Hiten  P. Dalal, (the second respondent) who had acted as  a broker.   Hiten  P.  Dalal is a person  notified  under  the provisions of Section 3(2) of the Special Court Act and was, as the application of the Canara Bank before the CLB showed, involved as a broker in the transaction relating to the said bonds.   The  application  of the Canara  Bank  was  pending disposal  before  the CLB when, on 25th January,  1994,  the Special Court Act was amended by the Special Court (Trial of Offences  Relating to Transactions in Securities)  Amendment Ordinance, 1994, and Section 9-A was introduced.  The Canara

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Bank  and the Nuclear Power Corporation took the stand  that the application of the Canara Bank stood transferred to  the Special Court by virtue of the provisions of Section  9-A(2) of  the  Special  Court Act.  The  Standard  Chartered  Bank (Stanchart) contended that the CLB retained the jurisdiction to deal with the application.  The CLB held that it was  not a court within the meaning of the Companies Act nor was it a civil court.  Its jurisdiction was, therefore, unaffected by the provisions of Section 9-A (2) of the Special Court Act. The Special Court Act. 4.   The  Special Court act was enacted to provide  for  the establishment  of a special court for the trial of  offences relating to transactions in securities and matters connected therewith or incidental thereto.  Securities were defined in Section  2(c) to include shares, scrips, stocks, bonds,  de- bentures,  debenture  stock,  units  and  other   marketable securities  of  a  like nature,  Government  securities  and rights  or interests in securities.  Section  3(1)  provided for   the  appointment  by  the  Central  Government  of   a Custodian.   By  reason  of Section  3,  the  Custodian  was empowered,  on being satisfied on information received  that any  person  had been involved in any  offence  relating  to transactions in securities after 1st April, 1991, and before 6th  June,  1992 (the stated dates), to notify the  name  of such  person in the Official Gazette.  On and from the  date of  such notification, by reason of Section 3(3),  property, movable  and  immovable, belonging to  the  person  notified stood  attached  and, by reason of Section  3(4),  could  be dealt  with by the Custodian in such manner as  the  Special Court directed.  Section 4(1) empowered the Custodian, if he was  satisfied, after such inquiry as he thought  fit,  that any  contract or agreement entered into at any time  between the  stated  dates in relation to any property of  a  person notified had been entered into fraudulently or to defeat the provisions of the Special Court Act, to cancel such contract or agreement and, on such cancellation, such property  stood attached.  Such cancellation was required to be preceded  by a  reasonable opportunity to the parties to the contract  or agreement to be heard.  Any person aggrieved by notification under  Section 3(2) or Section 4(1) was entitled to  file  a petition of objection before the Special Court.  The Special Court  was  established by. It was to consist of  a  sitting Judge of the 47 High Court nominated by the Chief Justice of the High  Court within  the local limits of whose jurisdiction  the  Special Court  was  situated,  with the  concurrence  of  the  Chief Justice of India.  Section 6 empowered the Special Court  to take  cognizance  of and try such cases as  were  instituted before  it or transferred to it.  Section 7 dealt  with  the jurisdiction of the Special Court and it read thus :               "7.  Jurisdiction  of  Special  Court  -  Not-               withstanding  anything contained in any  other               law, any prosecution in respect of any offence               referred  to  in subsection (2) of  section  3               shall be instituted only in the Special  Court               and any prosecution in respect of such offence               pending  in any court shall stand  transferred               to the Special Court." Section  9 made provision ’or the procedures and  powers  of the Special Court.  It stated that the Special Court  should in the trial of cases it follow the procedure prescribed  by the  Code  of Criminal Procedure for the  trial  of  warrant cases  before a Magistrate.  It was also provided  that  the Special  Court  would be deemed to be a  Court  of  Session,

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having all the powers of such a court.  Section 10  provided that an appeal would lie from any judgment decree,  sentence or  order, not being an interlocutory order, of the  Special Court  to the Supreme Court, both on facts and on  law.   By reason  of Section 11(1), the Special Court could make  such order as it deemed fit directing the Custodian in the matter of disposal of property under attachment.  Section 11(2) set out  the  order  in which the  liabilities  of  the  persons notified  had to be discharged.  Section 13 stated that  the provisions  of the Special Court Act would have effect  not- withstanding  anything inconsistent therewith  contained  in any  other  law  for  the time being in  force,  or  in  any instrument  having  effect by virtue of any law, or  in  any decree  or order of any court, tribunal or other  authority. By reason of Section 15 the Special Court (Trial of Offences Relating  to  Transactions in Securities)  Ordinance,  1992, which preceded the Special Court Act, was repealed. 5.   The  Special  Court  (Trial  of  Offences  Relating  to Transactions  in Securities) Amendment Ordinance, 1994,  was brought  into effect on 25th January, 1994.   The  provision thereof which is most relevant for our purpose is Section 9- A.  It reads thus :               "9A.  -  Jurisdiction, powers,  authority  and               procedure of Special Court in civil matters  -               (1)  On  and  from  the  commencement  of  the               Special  Court  (Trial  Offences  Relating  to               Transactions    in    Securities)    Amendment                             Ordinance,   1994,  the  Special  Court   shal l               exercise  all  such jurisdiction,  powers  and               authority  as  were  exercisable,  immediately               before  such commencement, by any civil  court               in relation to any matter of claim -               (a)relation to any property standing  attached               under subsection (3) of section 3;               (b)arising  out of transactions in  securities               entered  into after the 1st day of April  1991               and on or before the 6th day of June, 1992, in               which  a person notified under subsection  (2)               of  section 3 is involved as a party,  broker.               intermediary or in any other manner;               (2)Every  suit,  claim  or  other  legal  pro-               ceedings (other than on appeal) pending before               any court immediately before the               commencement  of the Special Court  (Trial  of               Offences    Relating   to   Transactions    in               Securities) Amendment Ordinance, 1994,               48               being a suit claim or proceeding, the cause of               action  whereon  it is based is such  that  it               would  have been, if it had arisen after  such               commencement,  within the jurisdiction of  the               Special  Court  under sub-section  (1).  shall               stand transferred on such commencement to  the               Special  Court and the Special Court  may,  on               receipt of the records of such suit, claim  or               other  legal proceeding, proceed to deal  with               it, so far as may be, in the same manner as  a               suit, claim or legal proceeding from the stage               which was reached before such transfer or from               any  earlier stage of de novo as  the  Special               Court may deem fit.               (3)On and from the commencement of the Special               Court   (Trial   or   Offences   Relating   to               Transactions    in    Securities)    Amendment

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             Ordinance,  1994,  no  court  other  than  the               Special  Court  shall have or be  entitled  to               exercise, any jurisdiction power or  authority               in relation to any matter of claim referred to               in subsection (1).               (4)   While dealing with cases relating to any     matter               or claim under this section,the     Special               Court shall not be bound by the     procedure               laid down by the Code of Civil Procedure, 1908               (5  of  1908),  but shall  be  guided  by  the                             principles  of natural justice, and subject  t o               the  other provisions of this Act and  of  any               rules, the Special Court shall have the  power               to regulate its own procedure.               (5)   Without  prejudice  to the  other  power               conferred  under this Act, the  Special  Court               shall  have, for the purposes  of  discharging               its  functions under this section, the  powers               as are vested in a civil court under the  Code               of  Civil Procedure, 1908 (5 of  1908),  while               trying  a  suit, in respect of  the  following               matters, namely :               (a)   summoning  and enforcing the  attendance               of any person and examining him an oath;               (b)requiring  the discovery and production  of               documents;               (c)   receiving evidence on affidavits;               (d)   subject   to  the  provisions   of   the               sections  123 and 124 of the  Indian  Evidence               Act, 1872, requisitioning any public record or               document  or copy of such record  or  document               from any office;               (e)   issuing commissions for the  examination               or witnesses or documents;               (f)   reviewing its decisions;               (g)   dismissing   a  case  for   default   or               deciding it ex parte,               (h)   setting aside any order of dismissal  of               any case for default or any order passed by it               exparte and               (i)   any other matter which may be prescribed               by  the Central Government  under  sub-section               (1) of section 14." The  Amendment  Ordinance also introduced  Section  9B.   It invested the Special Court with the jurisdiction and  powers of  a  court conferred under the Arbitration Act,  1940,  to decide  any  question  forming  the  subject  matter  of   a reference  relating  to  any matter or  claim  mentioned  in Section  9A(1).  Every suit or other proceeding (other  than an appeal) in relation to any matter or claim referred to in Section  9A(1) pending before any court and governed by  the Arbitration  Act stood transferred to the Special  Court  on the date of commencement of the Amendment Ordinance. 6.   An Act replaced the Amendment Ordinance.  The Statement of Objects and Reasons thereof said.               "Under the provisions of the Special Court.               (Trial of Offences Relating to Transactions in               Securities) Act, 1992, a Special Court was set               up at Bombay and a Custodian was appointed  to               deal  With  the situation arising out  of  the               large  scale irregularities  and  malpractices               which   were   noticed   in   the   securities               transactions  of banks, to ensure  the  speedy               trial of the offenders, to recover  properties

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             of  the  offenders  With  a  view  to  prevent               diversion  of such properties by  the  persons               responsible for these offences. 2. During  the               course  of  the  trial  of  these  cases,  the               jurisdiction    of    the    Special    Court,               particularly  in matters of civil claims,  was               being  challenged for %%,ant of specific  pro-               visions  in  the  Act.   The  Special   Court,               therefore,  needed to be conferred with  civil               jurisdiction.   For  the  said  purpose,   the               Special Court (Trial) of Offences Relating  to               Transactions    in    Securities)    Amendment               Ordinance,   1994,  was  promulgated  by   the               President on the 25th January, 1994.........               Analysis of Section 9A. 7.By  reason of sub-section (1) of Section 9-A on  and  from the  date  of commencement of the  Amendment  Ordinance  the Special  Court exercises all such jurisdiction,  powers  and authority as were exercisable by any civil court in relation to any matter or claim (a) relating to any property standing attached  and (b) arising out of transactions in  securities entered  into between the stated dates in which  a  notified person was in any manner involved.  By reason of sub-section (2) any suit, claim or other legal proceeding (other than an appeal)  pending  before any court  immediately  before  the commencement  of  the Amendment Ordinance, being a  suit  or proceedings  the  cause of action whereof was such  that  it would  have, if it had arisen after the commencement of  the Amendment  Ordinance,  been within the jurisdiction  of  the Special Court, stands transferred to the Special Court.   By reason  of subsection (3), on and from the  commencement  of the  Amendment  Ordinance no court other  than  the  Special Court may exercise any jurisdiction, powers or authority  in relation  to any matter of claim referred to in  sub-section (1). 8.Sub-Section  (1) of Section 9A empowers the Special  Court to   exercise   the  jurisdiction,  powers   and   authority exercisable  by a civil court.  It so empowers  the  Special Court  in relation to any matter or claim, inter alia,  that arises  out  of  transactions  in  securities  entered  into between  the  stated  dates in which a  notified  person  is involved.   The words ’civil court’ are used in the  context of  the jurisdiction, powers and authority that the  Special Court  may  exercise.   The Special Court  is  empowered  to exercise such jurisdiction, powers or authority in  relation to  the matters or claims therein specified.  These  matters or  claims  include  those arising out  of  transactions  in securities entered into between the stated dates in which  a notified person is involved.  Sub-section (2) of Section  9A deals  with  the transfer of certain suit% claims  or  other legal  proceedings  (other than an appeal)  to  the  Special Court.  Every suit, claim or other legal proceeding  pending before  any court the cause of action whereof is such  that, had  it  arisen  after the  commencement  of  the  Amendment Ordinance,  the suit, claim or other legal proceeding  would have  had  to  be filed before  the  Special  Court,  stands transferred  to  the Special Court.  Every  suit,  claim  or other legal proceeding pending before any court the cause of action  whereof  arises out of  transactions  in  securities entered into between the stated dates 50 in which a notified person is involved would, therefore,  if it  is  pending before any court on the date  on  which  the Amendment  Ordinance came into force, stand  transferred  to the Special Court.  By reason of sub-section (3) of  Section

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9A,   on  and  after  the  commencement  of  the   Amendment Ordinance,  no  court  other  than  the  Special  Court  may exercise  any jurisdiction, powers or authority in  relation to any matter or claim referred to in sub-section (1),  that is  to say, in relation to any matter or claim, inter  alia, arising  out of transactions in securities entered into  be- tween  the  stated  dates  in which  a  notified  person  is involved’. 9.   A "court" other than the Special Court is    debarred, by reason of sub-section (3) of    Section     9A,      from exercising any jurisdiction, powers or authority, after  the commencement of the Amendment Ordinance, in relation to  any matter  or claim arising out of transactions  in  securities entered  into between the stated dates in which  a  notified person  is  involved.  Sub-section (2) of  Section  9A  also speaks of a ’court’; a proceeding before a court, the  cause of action of which arises out of a transaction in securities entered  into between the stated dates in which  a  notified person is involved, stands transferred to the Special Court. The question, in these circumstances, is whether the use  of the  words  ’civil  court’ in subsection  (1)  excludes  the application of Section 9 A to the CLB? 10.  Sub-section  (1) of Section 9-A is divisible  into  two parts.  By the first part, the Special Court is empowered to exercise,  on  and from the commencement  of  the  Amendment Ordinance,  all such jurisdiction, powers and  authority  as were  exercisable  before  such commencement  by  any  civil court.   By the second part, the Special Court is  empowered to exercise such jurisdiction, powers or authority in regard to  the matters or claims thereon specified,  which  include matters or claims arising out of transactions in  securities entered  into between the stated dates in which  a  notified person  is  involved.  So read, the Special  Court  has  the jurisdiction,  powers  and  authority of a  civil  court  to exercise the same in regard to matters or claims arising out of  transactions  in  securities entered  into  between  the stated  dates in which a notified person is involved.   Sub- section  (1) of Section 9A, therefore, invests  the  Special Court with the jurisdiction, powers and authority  necessary for  the purposes of entertaining matters or claims  of  the nature specified therein.  Sub-section (2) provides for  the transfer  of such matters or claims pending in any court  to the  Special  Court  on the commencement  of  the  Amendment Ordinance.   And sub-section (3) expressly debars any  court other   than   the  Special  Court   from   exercising   any jurisdiction,  powers  or  authority  in  relation  to  such matters or claims. 11. The question to pose, therefore, is: is the CLB a court. If  it  is, it is divested of the jurisdiction,  powers  and authority  to  entertain matters or claims  arising  out  of transactions  in securities entered into between the  stated dates  in which a notified person is involved, by reason  of sub-section  (3);  and, by reason of sub-section  (2),  such matters  or claims pending before it on the commencement  of the  Amendment  Ordinance stand transferred to  the  Special Court. 12.  While  on Section 9A. it must also be noted  that  sub- section  (2) thereof mandates transfer to the Special  Court of "every suit, 51 claim  or  other legal proceedings (other than  an  appeal)" which is pending before any court on the commencement of the Amendment  Ordinance  in which the cause  of  action,  inter alia, arises out of a transaction in securities entered into between  the  stated  dates in which  a  notified_person  is

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involved.  It is, therefore, the proceeding in the court  of first  instance  that stands transferred.  If the  court  of first  instance has finally disposed of the  proceeding  and its  order thereon is the subject of an appeal,  the  appeal does not stand transferred. Section III of the Companies Act. 13.  Section  III of the Companies 1 Act, 1956, with  effect from 31st May 1991, reads thus               "Power  to  refuse  registration  and   appeal               against  refusal - (1) If a  company  refuses,               whether  in  pursuance  of any  power  of  the               company  under its articles or  otherwise,  to               register the transfer of, or the  transmission               by  operation  of  law of the  right  to,  any               shares   or  interest  of  a  member  in,   or               debentures  of, the company, it shall,  within               two   months  from  the  date  on  which   the               instrument  of transfer, or the intimation  of               such  transmission,  as the case may  be,  was               delivered  to the company, send notice of  the               refusal  to the transferee and the  transferor               or  to  the person giving intimation  of  such               transmission,  as  the  case  may  be,  giving               reasons for such refusal.               (2)   The  transferor  or transferee,  or  the               person who gave intimation of the transmission               by  operation of law, as the case may be,  may               appeal  to the Company Law Board  against  any               refusal   of  the  company  to  register   the               transfer  or  transmission,  or  against   any               failure on its part within the period referred               to in sub-section (1), either to register  the               transfer or transmission or to send notice  of               its refusal to register the same.               (3)An  appeal under sub-section (2)  shall  be               made  within two months of the receipt of  the               notice of such refusal or, where no notice has               been  sent by the company, within four  months               from the date the intimation of  transmission,               as  the  case  may be, was  delivered  to  the               company.               (4) If -               (a)   the name of any person -               (i)   is without sufficient cause, entered  in               the register of members of a company or               (ii)  after  having been entered in  the  reg-                             ister,  is, without sufficient  cause,  omitte d               therefrom; or               (b)   default  is made, or  unnecessary  delay               takes  place, in entering in the register  the               fact of any person having become, or ceased to               be,  a  member  [including  a  refusal   under               subsection (1)]               the  person  aggrieved, or any member  of  the               company,  or  the company, may  apply  to  the               Company  Law  Board for rectification  of  the               register.               (5)   The  Company  Law Board,  while  dealing               with an appeal preferred under subsection  (2)               or  an application made under  subsection  (4)               may, after hearing the parties, either dismiss               the  appeal or reject the application,  or  by               order -               (a)   direct that the transfer or transmission

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             shall  be  registered by the company  and  the               company  shall comply with such  order  within               ten days of the receipt of the order;or               (b)   direct rectification of the register and               also  direct  the company to pay  damages,  if               any, sustained by any party aggrieved.               52               (6)   The  Company  Law  Board,  while  acting               under sub-section (5), may, at its discretion,               make - (a)such   interim  orders,  including  any  orders   as   to injunction or stay, as it may deem fit and just; (b)  such orders as to costs as it thinks fit; and               (c)  incidental  or consequential  orders  re-               garding  payment of dividend or the  allotment               of bonus or rights shares.               (7) On any application under this section. the               Company Law Board -               (a)may  decide question relating to the  title               of   any  person  who  is  a  party   to   The               application  to have his name entered  in,  or               omitted from, the register;               (b)generally, may decide any question which it               is   necessary  or  expedient  to  decide   in               connection    with   the    application    for               rectification.               (8)   The  provisions  of subsections  (4)  to               (7)shall    apply   in   relation    to    the               rectification  of the resister  of  debenture-               holders  as  they  apply in  relation  to  the               rectification of the register of members.               (9)   If  default is made in giving effect  to               the orders of the Company Law Board under this               section, the company and every officer of  the               company who is in default shall be  punishable               with  fine  which may extend to  one  thousand               rupees  and  with  a further  fine  which  may               extend  to  one hundred rupees for  every  day               after  the first day after which  the  default               continues               (10)  Every  appeal  or  application  to   the               Company Law Board under sub-section               (2)   or  sub-section (4) shall be made  by  a               petition  in writing and shall be  accompanied               by such fee as may be prescribed.                (11)  In the case of a private company  which               is not a subsidiary of a public company, where               the  right  to  any shares or  interest  of  a               member  in, or debentures of, the company  -is               transmitted by a sale thereof held by a  Court               or  other public authority, the provisions  of               sub-section  (4) to (7) shall apply as if  the               company were a public company:               Provided  that the Company Law Board  may,  in               lieu  of an order under sub-section (5),  pass               an order directing the company to register the               transmission of the right unless any member or               members of the company specified in the  order               acquire  the right aforesaid within such  time               as  may  be  allowed for the  purpose  by  the               order,  on  payment to the  purchaser  of  the               price  paid by him therefor or such other  sum               as the Company Law Board may determine to be a               reasonable  compensation for the right in  all               the circumstances of the case.

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              (12) If default is made in complying with any                             of the provisions of this section, die  compan y               and  every  officer of the company who  is  in               default,  shall be punishable with fine  which               may  extend  to  fifty rupees  for  every  day               during which the default continues.                (13) Nothing  in  this  section  and  section               108,109 or 110 shall prejudice any power of  a               private company under its articles to  enforce               the restrictions contained therein against the               right to transfer the shares of such company. 14.Section  III, as set out above, was incorporated  in  the Companies  Act subsequent to the report of a  committee  ap- pointed to consider amendments to the 53 Companies  Act,  The  Sachar Committee, as  it  came  to  be called, said :               "Under   the  existing  law,  there  are   two               remedies  open to an aggrieved person to  file               an  appeal under section 111, or to  apply  to               the  Court  for  rectification  of  the  share               register  under  section 15 5.  We-think  that               these  two remedies should now be  assimilated               and  provision  be made (at one place)  for  a               person   aggrieved   (including   any   person               aggrieved  by  a  refusal  of  the  Board   of               Directors   to  register  a  transfer       or               transmission  of  shares)  to  apply  to   the               Company   Law  Board  -  as  proposed  to   be               constituted  - for rectification of the  share               register  on any of the grounds  mentioned  in               sub-clause  (a) or (b) of sub-section  (1)  of               the present section 155.               Our proposals are -               Accordingly, we would recommend as follows:               Sections  III  and 155 should  be  assimilated               into a single statutory provision." 15.Section 155, as it read before 31st May, 1991, entitled a person aggrieved or any member of a company or a company  to apply  to  the  court for  rectification  of  the  company’s register of members if the name of any. person was,  without sufficient  cause,  entered  in it  or,  after  having  been entered  in  it,  was,  without  sufficient  cause,  omitted therefrom  or  default was made or  unnecessary  delay  took place  in  entering  on it the fact  of  any  person  having become, or ceased to be, a member.  The court ’was  entitled to  order  rectification of the register and to  direct  the company  to  pay the damages, if any, sustained by  a  party aggrieved.   The court was entitled to decide  any  question relating  to the title of any person who was a party to  the application to have his name entered in or omitted from  the register.   An  appeal  from  the order  of  the  court  was provided for. 16.It  will  be seen that the CLB now exercises  the  powers that were exercisable by the court under Section 155.  It is entitled  to  direct rectification of the register  and  the payment of damages by the company.  It is entitled to decide any  question relating to the title of any person who  is  a party  to  the application to have his name  entered  in  or omitted  from the register and to decide any question  which it  is necessary or expedient to decide in this  connection. An appeal to the High Court against any decision or order of the  CLB  on a question of law is available  to  any  person aggrieved, thereby under the provisions of Section 105.

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17.Whereas  sub-sections (2) and (3) of Section 111     term the  pleading that the person aggrieved has to  file  before the  CLB  an ’appeal’, sub-section (4) requires  the  person aggrieved  to  apply,  sub-section (5) speaks of  it  as  an ’appeal’   or  an  ’application’,  sub-section  (7)  as   an ’application’  and  sub-section (10) as an  "appeal  or  ap- plication", which shall be made "by a petition in  writing". The  words "appeal" and "application" in the context of  the provisions  of Section III have the same meaning.   Plainly, it is an application that has to be made. 18.The  powers under Section 155 were exercised by  a  civil court.   Reference may be made to the definition of  "court" in  the  Companies Act.  Section 2 (11) defines  "court"  to mean,  with respect to any matter relating to that  company. "District Court" is also defined.  The definition 54 thereof  in Section 2(14) is that it is the principal  civil court  of original jurisdiction in a district, but does  not include  a  High  Court  in the  exercise  of  its  ordinary original  civil  jurisdiction.  Section IO  deals  with  the jurisdiction of courts and it reads thus:               "Jurisdiction of Courts - (1) The Court having               jurisdiction under this Act shall be -               (a)   the  High Court having  jurisdiction  in                             relation  to the place at which the  registere d               office  of the company concerned  is  situate,               except to the extent to which jurisdiction has               been  conferred  on  any  District  Court   or               District Courts subordinate to that High Court               in pursuance of subsection (2); and               (b)   Where  jurisdiction  has  been  so  con-               ferred,  the District Court in regard to  mat-               ters  falling within the scope of  the  juris-               diction  conferred,  in respect  of  companies               having   their  registered  offices   in   the               district.               (2)   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 this Act  upon  the               Court, not being the jurisdiction conferred -               (a)   in  respect of companies  generally,  by               sections  237, 391, 394, 395 and 397  to  407,               both inclusive;               (b)   in  respect of companies with a paid  up               share  capital  of not less than one  lakh  of               rupees  by Part VII (sections 425 to 560)  and               the  other provisions of this Act relating  to               the winding up of companies.               (3)   For  the  purposes  of  jurisdiction  to               wind-up companies, the expression  "registered               off  ice"  means the place which  has  longest               been  the  registered office  of  the  company               during  the six months  immediately  preceding               the  presentation of the petition for  winding               up. 19.The  provisions of Section 10-E of the Companies Act,  as they  were -amended with effect from 31st May, 199  1,  read thus:               "S.10-E. Constitution of Board of Company  Law               Administration  - (1) As soon as may be  after               the commencement of the Companies  (Amendment)

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             Act,  1988, the Central Government  shall,  by               notification    in   the   Official    Gazette               constitute    a   Board   of    Company    Law               Administration.               (IA) The Company Law Board shall exercise  and                             discharge  such powers and functions as may  b e               conferred  on it, by or under this Act or  any               other   law,  and  shall  also  exercise   and               discharge  such other powers and functions  of               the  Central Government under this-Act or  any               other  law  as may be conferred on it  by  the               Central Government, by notification in the Of-               ficial  Gazette under the provisions  of  this               Act or that other law. Reference to the provisions of Section 105 has already  been made. 20.It  is to be noted that the CLB performs functions  which are  administrative,  as  under Sections 224  and  269,  and curial, as under Section 111. Contentions. 21.Mr.  Salve, learned counsel for the Canara Bank, who  was supported by Mr. J.C. Seth, learned counsel for the  Nuclear Power  Corporation, submitted that Section 9-A(1)  conferred upon the Special Court 55 the  jurisdiction of a civil court "in the wider sense",  as including  courts  exercising powers  conferred  upon  civil courts.   The  word  ’civil’ was used in  Section  9A(1)  to contrast the provisions thereof with those of Section  9(2), whereunder  the Special Court was given all the powers of  a Court  of Session.  The jurisdiction of the  Special  Court, until  the  coming into force of  the  Amendment  Ordinance, under  Sections  7,8 and 9 of the Special Court Act  was  in respect  of  criminal matters and the powers of a  Court  of Session  had,  therefore, been conferred upon  it.   It  was found necessary to confer upon the Special Court the  powers of  a civil court to deal with the civil matters set out  in Section 9-A(1).  Such an interpretation of Section 9A was in accord  with  the legislative intent, which was  to  exclude from  the jurisdiction of all courts save the Special  Court the matter described in Section 9-A(1).  A clear  indication of  this was provided by Section 9B by reason of which  even matters   in  court  relating  to  arbitration   proceedings concerning  causes  of  action arising out  of  the  matters specified  in  Section 9-A(1) were confined to  the  Special Court.   The  legislative  intent was  to  place  all  cases arising  out  of such causes of action  before  the  Special Court  so  that a court having knowledge of  all  the  cases would  decide all matters provided for in the Special  Court Act.   A  purposive interpretation ought, therefore,  to  be placed  upon  the provisions of Section 9-A.   Emphasis  was laid upon the fact that, by reason of Section II 1(7) of the Companies Act, the CLB had the power to decide the title  of the  securities in question before it; the  jurisdiction  in this  behalf  conflicted with the  jurisdiction  exclusively conferred upon the Special Court by Section 9-A. 22.Mr.  Nariman,  learned counsel for  Stanchart,  submitted that the relevant question was whether the CLB was a  ’civil court’.   In  his submission it was not.  Mr.  Nariman  drew attention  to  the provisions of Section 13 of  the  Special Court  Act, which stated that the provisions of the  Special Court   Act  would  have  effect  notwithstanding   anything contained, inter alia, "in any decree or order of any court, tribunal or other authority", and emphasised the distinction

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made  by  Parliament  between  court,  tribunal  and   other authority.   The CLB was not intended to be covered  by  the provisions  of Section 9-A(1), for those provisions did  not exclude the jurisdiction of a tribunal or authority but only of a court.  Secondly, the jurisdiction of the Special Court was  in  regard to matters arising out  of  transactions  in securities entered into between the stated dates in which  a person notified was involved as a broker, intermediary or in any  other  manner.   It  would be  very  difficult  for  an intending  litigant  to know whether a person  notified  had been involved in a transaction relating to securities  which he had purchased and which were not being registered in  his name, as a broker or intermediary or in any other manner  at any  time  between  the stated dates.   It  was,  therefore, inappropriate to hold that such a litigant was bound to take recourse to the law before the Special Court and not  before the  CLB  under  Section 111   of the  Companies  Act,  par- ticularly  when, by reason of the provisions of  the  latter provision, he had to move ,within a specified time limit.The interpretation  suggested on behalf of the Canara  Bank  was not really a purposive interpretation.  Attention was  drawn to the provisions of Section 4 whereunder the Custodian  was entitled, if satisfied after such inquiry as be thought  fit that any contract 56 or  agreement  entered  into between  the  stated  dates  in relation to any property of a person notified under  Section 3(2)  had  been entered into fraudulently or to  defeat  the provisions of the Special Court Act, to cancel such contract or  agreement whereupon such property stood attached.   Even if  the  CLB under the provisions of Section 111      of  the Companies Act made any order ,with regard to any securities, that order would stand at naught if an order relating to the same  securities  was made under Section 4  of  the  Special Court  Act by reason of the fact that, under Section  13  of the  Special  Court Act, the Special Court  Act  had  effect notwithstanding anything inconsistent therewith contained in any  decree  or  order  of  any  court,  tribunal  or  other authority.    In  any  event,  an  appeal  did   not   stand transferred  to  the Special Court under the  provisions  of Section 9A(2), and what was filed before the CLB under  Sec- tion III of the Companies Act was an Appeal. Discussion. 23.As to what are courts and tribunals, the leading decision is  M/s.   Harinagar  Sugar  Mills  Ltd.  v.  Shyam   Sundar Jhunjhuwala  and ors., (1962) 2 S.C.R. 33 9, delivered by  a Constitution Bench of this Court.  A person who held a large number  of shares in the appellant company  transferred  two blocks  of the shares to his son and  daughter-in-law.   The transferees   applied  to  the  company  to   register   the transfers.    Purporting  to  act  under  the  Articles   of Association  of the company, the directors resolved  not  to register  the transfers.  The transferees preferred  appeals under  Section  111  of  the Companies  Act  which,  as  the provision read at that time, lay to the central  Government. The  Central  Government  set aside the  resolution  of  the directors   and  directed  the  company  to   register   the transfers, but it did not give any reasons for its decision. The  company obtained special leave to appeal under  Article 136 of the Constitution against the decision of the  Central Government.   The transferees raised the objection that  the Central Government, exercising powers under Section 111, was not  a  tribunal  exercising  judicial  functions  and  was, therefore, not subject to the appellate jurisdiction of  the Supreme  Court under Article 136.  J.C. Shah, J.  spoke  for

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four of his brethren and held that a person aggrieved by the refusal to register the transfer of shares had two  remedies under  the Companies Act, namely, to apply to the court  for rectification of the register under Section 155 or to appeal against the resolution refusing to register the transfer un- der  Section 111. It was common ground that in the  exercise of power under Section 155, the court had to act judicially; to  adjudicate upon the right exercised by the directors  in the light of the powers conferred upon them by the  Articles of  Association.   The transferees, however,  submitted  and were supported by the Union of India, that the authority  of the Central Government under Section 111, was  nevertheless, purely  administrative.   In  an appeal  under  Section  111 there  was a lis or dispute between the  contesting  parties relating  to their civil rights, and the Central  Government was  invested  with  the power  to  determine  that  dispute according to law. it had to consider and decide the proposal and  the objections in the light of the evidence and not  on grounds  of  policy  or  expediency.   The  power  to  order registration  of  transfers had to be exercised  subject  to limitations  similar to those imposed upon the  exercise  of the power of the court in a 57 petition under Section 155.  Those restrictions also applied to the exercise of the power by the Central Government.  The Central  Government  had to decide  whether,  in  exercising their  power,  the directors were not  acting  oppressively, capriciously  or  corruptly or in some way mala  fide.   The decision had manifestly to stand those objective tests.  The exercise of such authority of rendering a decision upon  the respective contentions by reason of which the rights of  the contesting parties were directly affected was judicial.   It was  immaterial that the statute which conferred  the  power upon  the Central Government did not expressly set  out  the extent  of  the power; the very nature of  the  jurisdiction required  that  it be exercised subject to  the  limitations which  applied to the court under Section 155.  Section  III also  provided that in the circumstances  specified  therein reasonable  compensation  could be awarded in  lied  of  the shares.  This compensation, which was to be reasonable,  had to be ascertained by the Central Government, and  reasonable compensation  could  not be ascertained except  by  the  ap- plication  of  some  objective standards of  what  was  just having  regard  to all the circumstances of the  case.   The authority  of the Central Government to entertain an  appeal under  Section 111 was an investiture of the judicial  power of the State.  As the dispute between the parties related to civil  rights and the Companies Act provided for a right  of appeal  and  made  detailed  provisions  about  hearing  and disposal  according to law.  It was impossible to avoid  the inference   that  a  duty  was  imposed  upon  the   Central Government  in  deciding  the  appeal  to  act   judicially. Hideyatullah,   J.  delivered  a  separate  but   concurring judgement.   The  said  that all tribunals  were  no  courts though all courts were tribunals The  word  "courts" was used to  designate  those  tribunals which   were   set  up  in  an  organised  State   for   the administration of justice.  By administration of justice was meant  the  exercise of the judicial power of the  State  to maintain  and uphold rights and to punish wrongs.   Whenever there  was  an  infringement of a right or  an  injury,  the courts  were there to restore the ’ vinculum  juris’.   When rights were infringed or invaded, the aggrieved party  could go  and  commence  a ’querela’  before  the  ordinary  civil courts.  These courts were invested with the judicial  power

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of  the  State  and their authority  was  derived  from  the Constitution  or some Act of legislature constituting  them. Their  number was ordinarily fixed and they were  ordinarily permanent  and  could  try any suit or  cause  within  their jurisdiction.  Their numbers might be increased or decreased but  they  were almost always permanent and went  under  the compendious  name  of "Courts of Civil  Judicature".   There could  be no doubt that the Central Government did not  come within this class.  With the growth of civilisation and  the problems  of modern life, a large number  of  administrative tribunals had come into existence.  These tribunals had  the authority  of law to pronounce upon valuable  rights.   They acted in a judicial manner and even on evidence on oath, but they  were  not  part  of  the  ordinary  courts  of   civil judicature.  They shared the exercise of the judicial  power of  the State but were brought into existence  to  implement some  administrative  policy or to  determine  controversies arising  out  of some administrative law.   They  were  very similar   to   courts  but  were  not  courts.    When   the Constitution spoke of "courts" in Articles 136, 227 and  228 and  in Articles 233 to 237 and the Lists,  it  contemplated courts of civil judicature but 58 not  tribunals other than such courts.  ThiS was the  reason for using both the expressions in Articles 134 and 227.   By "   courts"  was  meant courts of civil  judicature  and  by "tribunals" those bodies or men who were appointed to decide controversies arising under certain special laws.  Among the powers  of the State was included the power to  decide  such controversies.   This was undoubtedly one of the  attributes of the State and was aptly called the judicial power of  the State.  In the exercise of this power, a clear division  was noticeable.   Broadly speaking certain special matters  went before  tribunals and the residue went before  the  ordinary courts  of  civil judicature.  What distinguished  them  had never  been successfully established, A court in the  strict sense  was  a  tribunal which was a  part  of  the  ordinary hierarchy  of courts of civil judicature maintained  by  the State under its Constitution to exercise the judicial  power of  the  State.   These courts performed  all  the  judicial functions  of the State except those that were  excluded  by law from their jurisdiction.  The word "judicial" was itself capable of two meanings.  It might refer to the discharge of duties exercisable by a judge or by justices in court or  to administrative  duties which need not be performed in  court but in respect of which it was necessary to bring to bear  a judicial mind to determine what was fair and just in respect of  the materials under consideration.  That an officer  was required  to  decide matters before him  judicially  in  the second  sense  did not make him a court or even  a  tribunal because  that  only  established that  he  was  following  a standard  of  conduct and was free from  bias  or  interest. Courts and tribunals acted judicially in both senses and  in the  term ’courts’ were included the ordinary and  permanent tribunals  and  in the term ’tribunals’  were  included  all others  which were not so included.  The matter  would  have been simple if the Companies Act had designated a person  or persons,  whether by name or by office, for the  purpose  of hearing an appeal under Section 111. It would then have been clear that though such person or persons were not 1  courts’ in  the sense explained, they were clearly tribunals’.   The Companies  Act said that an appeal would lie to the  Central Government.   The  court  was,  therefore,  faced  with  the question whether the Central Government could be said to  be a  tribunal.   The  function  that  the  Central  Government

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performed  under the Companies Act and Rules was to hear  an appeal  against  the  action of  the  directors.   For  that purpose  a memorandum of appeal setting out the grounds  had to be filed and the company, on notice, was required to make representations,  if  any, and so also the other  side,  and both sides were allowed to tender evidence to support  their representations.   The Central Government by the order  then directed  that  the  shares be registered  or  need  not  be registered.   The Central Government was also  empowered  to include  in its orders directions as to payment of costs  or otherwise.   The  function  of the  Central  Government  was curial and not executive.  There was provision for a hearing and  a  decision  on evidence, and that  was  indubitably  a curial  function.  In its functions the  Central  Government often  reached decisions but all its decisions could not  be regarded as those. of a tribunal.  Resolutions of Government might affect rights of parties and yet they might not be  in the  exercise of judicial power.  Resolutions of  Government might  be  amenable to writs under Articles 32  and  226  in appropriate  cases  but  might not he subject  to  a  direct appeal under Article 136 as 59 the decisions of a tribunal.  The position, however, changed when Government embarked upon curial functions and proceeded to  exercise  judicial power and decide disputes.  In  these circumstances,  it was legitimate to regard the officer  who dealt  with  the  matter and even  Government  itself  as  a tribunal.  The word "tribunal" was a word of wide import and the  words "court" and "tribunal" embraced within  them  the exercise  of judicial power in all its forms.  The  decision of the Central Government thus fell within the powers of the Supreme Court under Article 136. 24.In  Kihoto Hollohan v. Zachillhu and ors. (1992) Suppl  2 S.C.C. 65 1, the observations in the case of Harinagar Sugar Mills  Ltd. v.Shyam Sunder Jhunjhunwala andors. (ibid)  were quoted with approval and it was said that where there was  a lis - an affirmation by one party and denial by another, the dispute  involved the rights and obligations of the  parties to it and the authority was called upon to decide it,  there was  an  exercise  of judicial power.   That  authority  was called a tribunal if it did not have all the trappings of  a court. 25.In the case of Harinagar Sugar Mills Ltd. v. Shyam Sunder Jhunjjunwala  and Ors. this court was called upon to  decide whether an order of the Central Government under Section 111 of the Companies Act, as it then read, was appealable  under Article 136 of the Constitution.  Article 136 empowers  this court  to grant special leave to appeal from  any  judgment, decree  determination,  sentence or order in  any  cause  or matter  passed  or made by "any court or  tribunal"  in  the territory  of India.  The connotation of the  words  "court" and "tribunal" was determined in the judgment in the context of   Article  136.   The  argument  was  that  the   Central Government, acting under Section 111   of the Companies Act, as  it then read, was exercising  administrative  authority. The  court held that it was exercising  judicial  authority. The majority judgment relied upon the provisions of  Section III for so holding.  Hidayatullah, J., concurring held  that all  tribunals  were  not  courts  though  all  courts  were tribunals.   The  word "courts" was used  to  designate  the tribunals  that a State established to  administer  justice. They  were  fixed and permanent and could try  any  suit  or cause  within  their  jurisdiction.   They  went  under  the compendious name of "Courts" of Civil Judicature".  A  large number  of administrative tribunals had come into  existence

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with  the growth of civilisation and the problems  of  modem life.   They  acted in a judicial manner but they  were  not part  of  the  ordinary courts of  civil  judicature.   What distinguished them had never been successfully  established. When  the Constitution spoke of "courts" in Article 136  and other  Articles, it contemplated courts of civil  judicature but  not  tribunals other than such courts.   This  was  the reason  both expressions were used in Articles 136 and  226. The  judgment  is,  therefore,  determinative  in   deciding whether  a tribunal is subject to the jurisdiction  of  this court  under Article 136 or of the High Court under  Article 227, but it does not hold that a "Court" is only a court  of civil judicature in the ordinary hierarchy of courts. 26.In  our  view,  the word ",court" must be  -read  in  the context   in  which  it  is  used  in  a  statute.   It   is permissible, given the context, to read it as  comprehending the courts of civil judicature and courts or 60 some  tribunals exercising curial, or judicial, powers.   In the context in which the word "court" is used in Section  9A of  the Special Court Act, it is intended to  encompass  all curial  or  judicial bodies which have the  jurisdiction  to decide  matters  or  claims,  inter  alia,  arising  out  of transactions  in securities entered into between the  stated dates in which a person notified is involved. 27.The occasion for enacting the Special Court Act must  not be  lost sight of.  The Statement of Objects and Reasons  of the Bill to replace the Amendment Ordinance has already been quoted.  A Joint Parliamentary Committee was constituted  to investigate what the Statement of Objects and Reasons called "the large scale irregularities and malpractices which  were noticed  in the securities transactions of banks".  This  is what  the Joint Parliamentary Committee said in  its  report about the "scam" :               scam  is basically a deliberate  and  criminal               misuse  of Public funds through various  types               of  securities  transactions with the  aim  of               illegally siphoning of funds of banks and PSUs               to  select  brokers for  speculative  returns.               The  latest irregularities in  the  securities               and  banking transactions, are  manifestations               of  this chronic disorder since they  involved               not only the Banks but also the stock  market,               financial institutions, PSU, the central  bank               of  the country and even the Ministry  of  Fi-               nance,  other economic ministries  in  varying               degrees.  The most unfortunate aspect has been               the   emergence   of   a   culture   of   non-               accountability which permitted all sections of               the  Government and Banking system over the  3               Years.   The state of the country’s system  of               governance,  the persistence of  non-adherence               to  rules,  regulations  and  guidelines,  the               alarming  decay  over  time  in  the   banking               systems  has been fully exposed.  These  grave               and  numerous irregularities persisted for  so               long that eventually it was not the observance               of  regulations but their breach that came  to               be regarded and defended as "market practice".               Through  all  these years the ability  of  the               concerned  authorities to effectively  address               themselves to the problems has been tested and               found  wanting.   The  consequence  of   these               irregularities   in  securities  and   banking               transactions  are  both financial  and  moral.

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             During the period from July, 1991 to May, 1992               the  most glaring proof of the  nexus  between               the  irregularities  in banks  and  the  over-               heating of stock market which came to light is               explained  by the graphic  representations  of               the  BSE Index and the fact that there  was  a               sharp  increase  in  securities   transactions               during  the corresponding period of the  banks               involved  in  serious  irregularities  related               with  the scam.  What is more apparent is  the               systematic and deliberate abuse of the  system               by  certain  unscrupulous  elements.   It   is               abundantly clear that the scam was the  result               of  failure  to check  irregularities  in  the               banking system and also liberalization without               adequate  safeguards.   There  is  also   some               evidence of collusion of big industrial houses                             playing  an important role.  It is  because  o f               these elements that the economy of the country               had to suffer and while some gained  thousands               of  crores, millions of investors  lost  their               savings.   The criminality of the  pepetrators               of the scam becomes all the more despicable as               it was during this period that the country was               passing    through    most    trying    times,               economically and financially.  An  observation               that  the  Committee has been  constrained  to               make  at a number of places in the  succeeding               chapters  is that for all these not many  have               yet been identified and effectively  punished.               "  28. Having regard to the enormity of the 61 "scam" and its vast ramifications, Parliament thought it was necessary  that  all the matters of claims  arising  out  of transactions  in securities entered into between the  stated dates  in  which a person notified was  involved  should  be brought before and tried by the same forum.  That forum  had been  invested with the jurisdiction to try persons  accused of  offences relating to transactions in securities  entered into between the stated dates.  It was also required to give directions to the Custodian in regard to property  belonging to   persons  notified  which  stood  attached   under   the provisions of the Special Court Act.  The object of amending the  Special  Court Act invest the Special  Court  with  the power  and authority to decide civil claims arising  out  of transactions  in securities entered into between the  stated dates  in which a person notified was involved  has  already been  stated.   In  these circumstances,  it  is  proper  to attribute  to  the  word "court" in  Section  9A(1)  of  the Special  Court Act, not the narrower meaning of a  court  of civil judicature which is part of the ordinary hierarchy  of courts,  but  the broader meaning of a curial body,  a  body acting  judicially to deal with matters and  claims  arising out  of transactions in securities entered into between  the stated  dates  in which a person notified is  involved.   An interpretation that suppresses the mischief and advances the remedy must, plainly, be given. 29.In  Halsbury’s Laws of England (4th edition,  Volume  10, paragraphs 701 and 702), this is observed :               701. Meaning of "court".  Originally the  term               "court"   meant,  among  other   things,   the               Sovereign’s   place.   It  has  acquired   the                             meaning   of   the  place  where   justice   i

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s               administered  and, further, has come  to  mean               the  persons who exercise  judicial  functions               under  authority  derived either  directly  or               indirectly from the Sovereign.  All tribunals,               however, are not courts, in the sense in which               the   term  is  here  employed.   Courts   are               tribunals  which  exercise  jurisdiction  over               persons by reason of the sanction of the  law,               and  not merely by reason of  voluntary,  sub-               mission  to their jurisdiction.   Thus,  arbi-               trators,  committees  of clubs and  the  like,               although  they  may  be  tribunals  exercising               judicial  functions, are not "courts" in  this               sense  of  that term.  On the  other  hand,  a               tribunal may be a court in the strict sense of               the  term  even though the chief part  of  its               duties  is  not  judicial.   Parliament  is  a               court.  Its duties are mainly deliberative and               legislative; the judicial duties are only part               of its functions.  A coroner’s court is a true               court  although  its  essential  function   is               investigation.               "702.   What is a court in law.  The  question               is whether the tribunal is a court, or whether               it is a court of justice for, there are courts               which   are  not,  courts  of   justice.    In               determining  whether a tribunal is a  judicial               body the facts that it has been appointed by a               non-judicial  authority, that it has no  power               to administer on oath, that the chairman has a               casting  vote,  and that  third  parties  have               power to intervene are immaterial,  especially               if  the  statute  selling it  up  prescribe  a               penalty for making false statements;  elements               to be considered are (1) the requirement for a               public hearing, subject to a power to  exclude               the  public  1  a  proper  case,  and  (2)   a               provision that a member of the tribunal  shall               not  take part in any decision in which he  is               personally  interested, or unless he has  been               present throughout the proceedings.               A  tribunal is not necessarily a court in  the               strict  sense  of  exercising  judicial  power               merely because (1), it gives a fund  decision;               (2) it hears witnesses on oath;               62               (3)   two  or more contending  parties  appear               before  it between whom it has to decide:  (4)               it gives decisions which affect the rights  of               subjects:  (5) there is an appeal to a  court;                             and (6) it is a body to which a matter referre d               by another body;               Many  bodies are not courts even  though  they               have to decide questions, and in so doing have               to  act  judicially,  in the  sense  that  the               proceedings  must be conducted  with  fairness               and  impartiality.  Examples are the  benchers               of  the  Inins of Court when  considering  the               conduct   of   one  of  their   members,   the               disciplinary committee of the General  Medical               Council  when considering questions  affecting               the  conduct of a medican man, a  trade  union               when exercising disciplinary jurisdiction over

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             its members......... 30.These passages, from the earlier edition of Halsbury,were cited  by  this court in Thakur Jugal Kishore Sinha  v.  The Sitamarhi Central Co-operative Bank Ltd., (1967) 2 SCR  163. The  question there was whether the provisions of  the  Con- tempt of Courts Act applied to a Registrar exercising powers under  Section  48  of the  Bihar  and  Orissa  Co-operative Societies  Act.   It was held that the jurisdiction  of  the ordinary civil and revenue courts of the land was ousted  in the  case  of  disputes  that  fell  under  Section  48.   A registrar  exercising  powers under Section  48,  therefore, discharged  the duties which would otherwise have fallen  on the  ordinary civil and revenue courts.  He had  not  merely the  trappings of a court but in many respects he was  given the  same powers as were given to the ordinary civil  courts of  the land by the Code of Civil Procedure,  including  the power to summon and examine witnesses on oath, the power  to order  inspection  of documents, to hear the  parties  after framing issues, to review his own order and to exercise  the inherent  jurisdiction of courts mentioned in  Section  151. In adjudicating a dispute under Section 48 of the Bihar Act, the Registrar was held to be, "to all intents and purposes a Court discharging the same functions and duties in the  same manner as a Court of law is expected to do." 31.Now, under Section 111   of the Companies Act as  amended with  effect  from  31st May, 1991,  the  CLB  performs  the functions  that were therefore performed by courts of  civil judicature  under  Section  15 5. It is  empowered  to  make orders  directing rectification of the company register,  as to  damages, costs and incidental and consequential  orders. It  may  decide any question relating to the  title  of  any person  who  is a party before it to have his  name  entered upon  the company’s register; and any question which  it  is necessary  or  expedient  to decide.  It  may  make  interim orders.  Failure to comply with any order visits the company with  a  fine.   In  regard to  all  these  matters  it  has exclusive  jurisdiction (except under the provisions of  the Special  Court  Act,  which is the  issue  before  us).   In exercising its function under Section 111  the CLR must, and does, act judicially.  Its orders are appealable.  The  CLR, further,  is a permanent body constituted under  a  statute. It  is  difficult to see how it can be said to  be  anything other than a court, particularly for the purposes of Section 9A of the Special Act. 32.We shall assume that a shareholder whose name the company has  refused to enter in its register would be put  to  some difficulty  in  deciding  whether  he  should  approach  the Special Court or the CLB, but that is no reason to interpret the provisions of Section 9A in a manner that would 63 defeat  its  intendment  and  adversely  affect  the  public interest.   In any event, the time taken in approaching  the CLB in a matter that should have been filed before the  Spe- cial  Court would not be of any consequence for there is  no time  limit  within which the Special Court has  to  be  ap- proached;  and  it is most unlikely that the  Special  Court would  be approached unless the shareholder were  sure  that his claim fell within Section 9A(1). 33.It  will  be  remembered  that  Mr.  Nariman  had   drawn attention  to  the provisions of Section 4  of  the  Special Court  Act  and  argued  that even if  the  CIB,  under  the provisions  of  Section III of the Companies Act,  made  any order with regard to any securities, that order would  stand at  naught if an order relating to the samE  securities  was made  under Section 4 of the Special Court Act by reason  of

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the  fact that, under Section 13 of the Special  Court  Act, order  of  the  Special  Court  had  effect  notwithstanding anything  inconsistent therewith contained in any decree  or order  of any court, tribunal or other  authority.   Section 3(2)  of  the Special Court Act empowers the  Custodian,  on being satisfied on information received that any person  has been  involved in any offfence relating to  transactions  in securities  entered into between the stated dates to  notify the  name of such person in the Official Gazette.   On  such notification, by reason of Section 3(3), the property of the person  notified stands attached.  That property, by  reason of  Section  3(4), is to be dealt with by the  Custodian  in such  manner  is  the Special Court may  direct,  Section  4 states that if the Custodian is satisfied after such inquiry as  he may think fit that any contract or agreement  entered into fraudulently or to defeat the provisions of the Special Court  Act,  he  may  cancel  such  contract  or   agreement whereupon such property stands attached.  The scope,  there- fore, of Section 4 is limited.  It applied only in regard to property  that belongs to a person notified.  Section  9A(1) is  much  wider  and  it invests  the  Special  Court  with. jurisdiction  to entertain matters or claims arising out  of transactions  in securities entered into between the  stated dates  in which a person notified is involved not only as  a party  but  also as a broker, intermediary or in  any  other manner.   The argument based on Section 4  must,  therefore, fail. 34.  As has been pointed out, sub-sections(2)     and (3) of Section 111  of the Companies Act term the pleading that the person  aggrieved  has to file before the CLE  an  ’appeal’, sub-section (4) requires the person aggrieved to apply, sub- section (5) speaks of it as an ’appeal’ or an ’application’, subsection (7) as an ’application ’ and sub-section (10)  as an  ’appeal  or application’ which shall be made by  a  "pe- tition in writing".  The words "appeal" and "application" in the context of the provisions of Section 111 have, therefore the same meaning and it is, plainly, an original application that is made.  The shareholder does not resort to a superior court  to  review  the  decision of  an  inferior  court  or tribunal.   The fact, therefore, that Section 9A(2)  of  the Special  Court Act speaks of the transfer of  ’every  suit’, claim or other legal proceeding (other than an appeal)" does not  exclude  the "application’ or "appeal" made  under  the provisions  of  Section 111  of the Companies Act  from  the purview of Section 9A(1) of the Special Court Act. Conclusion 35.  For all these reasons, the appeal must succeed.   Noorder  on the transfer petition is  now  called for. 36.  The  appeal is allowed.  The judgment and order of  the CLB  under  appeal  is set aside.  The  application  of  the Canara  Bank pending before the CLB shall stand  transferred to the Special Court constituted under the provisions of the Special Court (Trial of Offences Relating to Transactions in Securities) Act, 1992. 37.  the Transfer Petition is dismissed. 38.  There shall be no order as to costs. 66