2008 (2) TMI 633 - SC - Companies Law

Winding up - Held that - Set aside the impugned order of the High Court and remit the matter to it for fresh disposal in accordance with law. The Company Judge proceeded with the matter and directed sale of the assets of the company in favour of the Indian Railways who had made offer of Rs. 140 crores. On 12-3-2007, IA was filed by the appellant giving details of his proposal. By the impugned order the Division Bench dismissed the appeal. Though various grounds have been urged in support of the appeal, the primary ground of challenge is that such summary disposal is indefensible particularly when the appeal is a statutory appeal.

Summary

Issues:
Challenge to the order passed by the Division Bench of the Patna High Court summarily dismissing the Company Appeal No. 4 of 2006 under section 483 of the Companies Act, 1956.

Analysis:
The appellant filed an appeal challenging the order passed by the Division Bench of the Patna High Court, which summarily dismissed the Company Appeal No. 4 of 2006 under section 483 of the Companies Act, 1956. The appellant claimed to be a representative of a group of industries and expressed interest in reviving a sick company. The appellant offered to pay a substantial amount for the purchase of assets and proposed a significant investment for the revival of the industry. However, the Division Bench dismissed the appeal without providing any reasons or considering the desirability of revival. The appellant contended that such summary disposal of the appeal, especially when it is a statutory appeal, is indefensible. The Official Liquidator had suggested seeking further information from the appellant, but the appeal was dismissed without due consideration. The primary ground of challenge was the summary disposal of the appeal without proper reasoning.

The respondents argued that there was no merit in the appeal as the learned Company Judge had thoroughly discussed the matter. It was also highlighted that the Indian Railways had already invested substantial amounts of money in the matter. The relevant section 483 of the Companies Act, 1956, was cited, which allows appeals from orders made in the winding up of a company by the Court. The Supreme Court referred to previous judgments, emphasizing that judicial orders are appealable under section 483 of the Act. The Court cited cases where it was observed that High Courts are bound to entertain appeals against orders disposed of on merit, not summarily.

In light of the legal provisions and precedents, the Supreme Court set aside the impugned order of the High Court and remitted the matter for fresh disposal in accordance with the law. The Court requested the High Court to dispose of the appeal promptly and maintained the status quo until the appeal's final disposal. It was clarified that the interim protection granted did not imply any opinion on the case's merits. The decision highlighted the importance of judicial orders being subject to appeal and proper consideration, especially in cases involving statutory appeals under the Companies Act, 1956.