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2009 (9) TMI 574 - HC - Companies LawWhether the Company Law Board can grant interim reliefs pertaining to matter/s which is/are not a part or subject matter of the petition, more so, in view of the decision of the Hon ble Apex Court in Shanti Prasad Jain v. Kalinga Tubes Ltd. 1965 (1) TMI 17 - SUPREME COURT OF INDIA and the decision of this Court in Shree Ram Urban Infrastructure case 2009 (7) TMI 787 - HIGH COURT OF BOMBAY ? Whether the Company Law Board under Regulation 44 of the Company Law Board Regulations, 1991, has the powers to extend time granted by this Court for a specific purpose or grant reliefs without assigning any reason where reliefs are neither prayed for nor any submissions are made in the company application in support of grant of such reliefs? Held that - Both the questions of law raised in paragraph three above are answered in the negative.The impugned order dated 27-7-2009 passed by the Company Law Board is set aside. The Company Law Board shall hear application No. 95 of 2009 latest by 16-9-2009 and pass its reasoned order. Parties shall appear before the Company Law Board, on 14-9-2009 at 11.00 a.m. for fixing the date and time of hearing.The Company Law Board shall dispose of the company petition within six weeks from today. Parties are at liberty to move the Company Law Board on an ordinary copy of this order duly authenticated by the P.A. of this Court. Appeal allowed.
Issues Involved:
1. Whether the Company Law Board can grant interim reliefs pertaining to matters not part of the petition. 2. Whether the Company Law Board under Regulation 44 has the power to extend time granted by the High Court or grant reliefs without assigning reasons. Detailed Analysis: Issue 1: Interim Reliefs for Matters Not Part of Petition The appellant challenged the Company Law Board's (CLB) order dated 27-7-2009, which was passed in Company Application No. 138 of 2009. The CLB had granted interim reliefs based on an oral application by the respondent, despite the matter not being part of the original petition. The appellant argued that this was contrary to the decision of the Supreme Court in Shanti Prasad Jain v. Kalinga Tubes Ltd. (AIR 1965 SC 1535), which held that matters not part of the petition cannot be taken into account for interim reliefs. The High Court noted that the CLB disregarded this principle and the earlier order of the High Court dated 16-7-2009, which had set aside a similar order by the CLB. The High Court emphasized that the CLB should have considered all relevant aspects such as prima facie case, balance of convenience, and irreparable loss, and recorded its opinion before granting interim reliefs. Issue 2: Powers Under Regulation 44 The appellant contended that the CLB extended the High Court's order of maintaining the status quo, which was initially for two weeks to allow the respondent to appeal, without jurisdiction. The High Court agreed, stating that the inherent powers under Regulation 44 of the CLB Regulations, 1991, do not permit the CLB to extend the High Court's order or pass orders without jurisdiction. The High Court criticized the CLB for not adhering to judicial discipline and for attempting to overreach the High Court's order. Facts and Procedural History: 1. Initial Petition and Board Meeting: The respondent filed the company petition on 14-5-2009, served on the appellant on 16-5-2009. On 18-5-2009, the appellant's Board decided to issue convertible warrants, which was not part of the original petition. 2. Interim Relief Application: On 21-5-2009, the respondent sought interim reliefs related to the Board's decision of 18-5-2009 through Company Application No. 95 of 2009, which was granted by the CLB on 22-5-2009. 3. High Court Appeal: The appellant appealed, and the High Court on 1-6-2009 modified the CLB's order. The Supreme Court stayed the resolution for allotment on 23-6-2009 and requested expedited disposal of the appeal. 4. High Court's Decision on 16-7-2009: The High Court set aside the CLB's order dated 22-5-2009, stating that the decision of the Board of Directors on 18-5-2009 was not challenged in the main petition and the CLB had not recorded reasons for the injunction. 5. Subsequent Actions: The respondent filed an SLP before the Supreme Court, which was later withdrawn. The respondent also moved the CLB for amendments to the petition, which was served on the appellant on 23-7-2009. On 27-7-2009, the CLB, on an oral application, extended the High Court's status quo order. High Court's Conclusion: The High Court found that the CLB's order dated 27-7-2009 was without jurisdiction, violated the Supreme Court's decision in Shanti Prasad Jain, and disregarded the High Court's previous order. The High Court emphasized the importance of judicial discipline and adherence to higher court orders. Order: 1. Both questions of law were answered in the negative. 2. The CLB's order dated 27-7-2009 was set aside. 3. The CLB was directed to hear Application No. 95 of 2009 by 16-9-2009 and dispose of the company petition within six weeks. 4. The appeal was allowed with costs, and Company Application No. 847 of 2009 was disposed of. This comprehensive summary preserves the legal terminology and significant phrases from the original judgment, ensuring a detailed and thorough understanding of the issues and the court's reasoning.
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