1995 (11) TMI 321 - HC - Companies Law

Summary

Issues:
1. Jurisdiction of the Company Law Board to direct rectification of the register of members.
2. Authority of the Regional Bench to modify an earlier order of the Principal Bench.

Jurisdiction of the Company Law Board:
The High Court of Calcutta addressed the issue of whether the Company Law Board had the jurisdiction to direct the Bench Officer to rectify the register of members of the appellant-company. The appellant argued that such a direction was not within the Board's powers and sought intervention under section 10F of the Companies Act, 1956. However, the court found that Section 634A of the Act provides the Board with broad enforcement powers, allowing it to direct its officers to rectify registers. Despite the absence of specific regulations on this matter, the court concluded that the Board's actions were not an abuse of power, and the appellant's argument failed.

Modification of Earlier Order by Regional Bench:
The court also examined whether the Regional Bench had the authority to modify an earlier order of the Principal Bench. The appellant contended that the Regional Bench's order contradicted the injunction issued by the Principal Bench. However, the court noted that the Regional Bench had acknowledged the Principal Bench's order and ensured its compliance in its own directive. The Regional Bench's order was found to be in line with the Principal Bench's injunction, maintaining the status quo of the shares. Therefore, the court rejected the appellant's argument that the Regional Bench was acting as an appellate authority over the Principal Bench's order. The application for stay was denied, and the company was directed to comply with the Company Law Board's order.

Conclusion:
The High Court concluded that the Company Law Board had the jurisdiction to direct rectification of the register of members and that the Regional Bench's order did not contradict the Principal Bench's injunction. The application for stay was dismissed, and the company was instructed to adhere to the Board's order. The court extended the time for compliance and directed strict adherence to the law. Both parties were provided with a certified copy of the order promptly.