2003 (10) TMI 386 - HC - Companies Law

Issues Involved:
1. Maintainability of the Appeal under Section 483 of the Companies Act.
2. Applicability of Section 100A of the Code of Civil Procedure.
3. Interpretation of Section 483 in conjunction with Sections 397 and 398 of the Companies Act.
4. Jurisdiction of the Company Law Board and the High Court.

Detailed Analysis:

1. Maintainability of the Appeal under Section 483 of the Companies Act:

The appeal challenges an order passed by a Single Judge under Section 10F of the Companies Act, which pertains to petitions initiated under Sections 397 and 398 of the Companies Act. The core argument revolves around whether an appeal under Section 483 is maintainable against such an order. The appellants argued that Section 483 provides a substantive right of appeal from an order made by a court in the matter of winding up of a company to the same court. They emphasized that orders under Sections 397 and 398, which deal with oppression and mismanagement, are in the nature of orders in the matter of winding up and hence appealable under Section 483.

2. Applicability of Section 100A of the Code of Civil Procedure:

Respondents contended that Section 100A of the Code of Civil Procedure, which abolishes further appeals in certain cases, applies here, thus barring the appeal. They cited a Division Bench judgment in Bnenoy G. Dembla v. Prem Kutir (P.) Ltd., which held that no further appeal lies against a decision of a Single Judge under Section 10F of the Companies Act. The respondents argued that Section 100A was introduced to reduce intra-court appeals and should be interpreted to bar the present appeal.

3. Interpretation of Section 483 in conjunction with Sections 397 and 398 of the Companies Act:

The appellants argued that Section 483 should be read in conjunction with Sections 397 and 398, which allow the Company Law Board to make orders in cases of oppression and mismanagement. They cited the Supreme Court's judgment in Smt. Arati Dutta v. Eastern Tea Estate (P.) Ltd., which held that orders under Sections 397 and 398 are in the nature of winding-up orders and thus appealable under Section 483. The appellants emphasized that the right of appeal under Section 483 is a substantive right and not merely procedural.

4. Jurisdiction of the Company Law Board and the High Court:

The respondents highlighted that after 31st May 1991, the jurisdiction under Sections 397 and 398 was vested with the Company Law Board, and appeals against its decisions were to be made to a Single Judge of the High Court under Section 10F. They argued that there was no express provision for a second appeal against the Single Judge's order, and thus, such an appeal would not lie post the introduction of Section 100A of the Code of Civil Procedure.

Conclusion:

The court concluded that Section 100A of the Code of Civil Procedure does not bar the appeal under Section 483 of the Companies Act. It was noted that Section 4(1) of the Code of Civil Procedure saves the remedies under special laws unless there is a specific provision to the contrary. The court emphasized that Section 483 provides a substantive right of appeal, which cannot be curtailed by Section 100A. The appeal was admitted, and the court found that there were arguable points on the merits of the appeal.

The court also expedited the hearing, recognizing the importance of the legal questions involved. The appeal was listed for directions on fixing a date for the hearing.

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