CHAPTER I.—CONSTITUTION OF A TRIBUNAL
13. Constitution of a Tribunal.—(1) For the purpose of rectification of the register of members of
the old company, the Central Government shall, by notification, constitute a Tribunal consisting of one
person who is or has been a Judge of a High Court.
(2) If, for any reason, a vacancy (other than a temporary absence) occurs in the office of the presiding
officer of the Tribunal, the Central Government shall appoint another person, in accordance with the
provisions of this section, to fill the vacancy and the proceedings may be continued before the Tribunal
from the stage at which the vacancy is filled.
(3) The Central Government shall make available to the Tribunal such staff as may be necessary for
the discharge of its functions under this Act.
(4) All expenses incurred in connection with the Tribunal shall be defrayed out of the Consolidated
Fund of India.
(5) The Tribunal shall have power to regulate its own procedure in all matters arising out of the
discharge of its functions including the place or places at which it shall hold its sittings:
Provided that the Tribunal shall, as far as practicable, follow the procedure laid down in the Code of
Civil Procedure, 1908 (5 of 1908), for the investigation of claims and the decision of the Tribunal shall be
final.
(6) The Tribunal shall, for the purpose of making an inquiry under this Act, have the same 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) the summoning and enforcing the attendance of any witness and examining him on oath,
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(b) the discovery and production of any document or other material producible as evidence,
(c) the reception of evidence on affidavits,
(d) the requisitioning of any public record from any Court or office,
(e) issue of any commission for the examination of witnesses.
(7) Any proceeding before the Tribunal shall be deemed to be a judicial proceeding within the
meaning of section 193 of the Indian Penal Code (45 of 1860), and the Tribunal shall be deemed to
be a civil court for the purpose of section 195 and Chapter XXXV of the Code of Criminal
Procedure, 1898 (5 of 1898).
CHAPTER II.—POWERS AND DUTIES OF THE TRIBUNAL
14. Tribunal to call upon persons to make claims.—(1) The Tribunal shall, by notification and in
such other manner as may be prescribed, call upon every person, who claims to have any interest in any
share, to prefer his claim within thirty days from such date as may be specified in the notification.
(2) Every person claiming an interest in any share shall make his claim before the Tribunal in such
form as may be prescribed, stating therein the rights claimed by him in the share and the manner in which,
and the date on which, such right was acquired by him.
(3) The Tribunal may, if it is satisfied that any claimant had sufficient cause for not preferring the
claim within thirty days from the date specified in the notification, admit such claim within a further
period of thirty days.
15. Determination of genuine shares.—The Tribunal shall, after taking such evidence as may be
adduced before it and after making such inquiry as it may think fit and after hearing such persons as may
desire to be heard, determine which of the documents purporting to be shares represent, in reality, a
contribution to the capital of the old company, and on such determination, all other documents purporting
to be shares shall stand declared to be spurious and shall stand cancelled.
16. No compensation for cancellation of spurious shares.—(1) No holder of a document purporting
to be a share shall be entitled to claim either from the Central Government or from the old or new
company any damages for the cancellation of such document by virtue of the provisions of section 15.
(2) Subject to the provisions of sub-section (1), every person who had acquired a document,
purporting to be a share, bona fide for value without notice of the fact that it did not represent any
contribution to the capital of the old company, shall be entitled to claim reimbursement from the person
from whom such document was acquired by him, and, the period of limitation for any action for such
reimbursement shall be deemed to commence on the date on which the document held by him as a share
stands cancelled under section 15.
17. Power of Tribunal to entertain and dispose of claims for reimbursement.—(1) The Tribunal
shall have jurisdiction to entertain and dispose of any claim for reimbursement referred to in
sub-section (2) of section 16.
(2) Every such claim shall be made before the Tribunal within thirty days from the date on which the
document purporting to be a share stands cancelled under section 15.
18. Suits and legal proceedings, not to be commenced or proceeded with.—(1) On and from the
date on which the Tribunal is constituted, no suit or other legal proceeding shall be commenced, or if
pending at the date of such constitution, shall be proceeded with, against the old company except with the
leave of the Tribunal and subject to such terms as the Tribunal may impose.
(2) Save as otherwise provided in this Act, the Tribunal shall have, and no court or other tribunal shall
have, jurisdiction to entertain or dispose of—
(a) any suit or proceeding by, or on behalf of, or against, the old company;
(b) any claim made by, or on behalf of, or against, the old company;
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(c) any question of priorities and any other question whatsoever, whether of law or of fact, which
may relate to, or arise in relation to, the genuineness or otherwise of, any share or in relation to any
rights or obligations under such share,
whether such suit or proceeding has been instituted, or is instituted, or such claim or question has arisen
or arises before or after the constitution of the Tribunal.
(3) If, on the appointed day, any suit, appeal or other proceeding of whatever nature by or against the
old company in relation to any business of that company is pending in any court, such suit, appeal or
other proceeding shall, notwithstanding anything contained in any other law for the time being in force or
in any contract, stand transferred to, and shall be disposed of by, the Tribunal and thereupon no other
court or tribunal shall have jurisdiction to try such suit, appeal or proceeding.
Explanation.—A suit or other proceeding relating to the title to, or claim in or in relation to, any share
or any document purporting to be a share shall be deemed to be a suit or other proceeding relating to the
business of the old company.
(4) Nothing in sub-section (1) or sub-section (3) shall apply to any petition or appeal arising out of
any petition made under article 32, article 226 or article 227 of the Constitution.
19. Decision of the Tribunal to be final.—Every decision, under this Act, of the Tribunal shall be
final and shall not be called in question in any court except by way of a petition under article 32 or
article 226 of the Constitution.
CHAPTER III.—DUTY OF CUSTODIAN TO RECONSTRUCT REGISTER OF MEMBERS OF THE OLD COMPANY
20. Custodian to reconstruct register of members of the old company.—(1) The Custodian shall
reconstruct the register of members of the old company and shall include therein the names of the holders
of the shares which have been declared by the Tribunal as representing, in reality, a contribution to the
capital of the old company and strike off from the register of members of the old company the names of
the holders of the documents purporting to be shares which stand, by reason of the determination made by
the Tribunal under section 15, cancelled.
(2) On and from the date of reconstruction of the register of members of the old Company,—
(a) the register, as so reconstructed, shall be deemed to be the register of members of the old
company, and
(b) all registers of members maintained by the old company, immediately before the said date,
shall stand cancelled.
21. Custodian to issue fresh share certificates.—(1) The Custodian shall issue, in such form as may
be prescribed, fresh share certificate in relation to the shares which have been declared by the Tribunal as
representing, in reality, a contribution to the capital of the old company.
(2) All share certificates issued by the old company before the date of the determination made by the
Tribunal shall, on and from such determination, stand cancelled.
22. No annual general meeting of the old company to be held before the reconstruction of the
register of members.—(1) Nothwithstanding anything contained in the Companies
Act, 1956 (1 of 1956), or any other law for the time being in force, no annual or other general meeting of
the old company shall be held until the reconstruction of the register of members of the old company has
been completed in accordance with the provisions of this Act.
(2) No resolution purported to have been passed at any meeting of the members of the old company
shall, until the reconstruction of its register of members, have effect.
23. Custodian to file accounts until reconstruction of the register of members of the old
company.—(1) Until the register of members of the old company is finally reconstructed, the Custodian
shall file every year with the Registrar, the annual accounts of the old company.
(2) The provisions of the Companies Act, 1956 (1 of 1956), shall, as far as may be, apply to the
annual accounts referred to in sub-section (1).