1998 (6) TMI 583 - Board - Companies Law

Summary

Issues Involved:
1. Maintainability of the petition under Section 248/250 of the Companies Act, 1956.
2. Powers of the Company Law Board to grant interim relief pending consideration of the petition on the merits.
3. Scope of inherent powers of the Company Law Board under regulation 44 of the Company Law Board Regulations.
4. Specific provisions under Sections 248 and 250(1) regarding interim relief.
5. Legal precedents and their applicability to the current case.
6. Practical considerations for granting limited interim relief.

Issue-wise Analysis:

1. Maintainability of the Petition:
The applicant, Bakhtawar Construction Company Limited, initially filed a petition under Section 248/250 of the Companies Act, 1956, which was dismissed as not maintainable. The High Court of Bombay remitted the case back to the Company Law Board for consideration on the merits and directed it to consider the application for interim relief.

2. Powers of the Company Law Board to Grant Interim Relief:
The core issue was whether Sections 248 or 250(1) conferred any powers on the Company Law Board to grant interim relief pending the petition's consideration. The respondents argued that neither section provided such powers, and restrictions on shares could only be imposed after an order of investigation. The applicant contended that in the absence of specific prohibition, the Board should have the inherent power to grant interim relief to meet the ends of justice.

3. Scope of Inherent Powers under Regulation 44:
The applicant relied on regulation 44 of the Company Law Board Regulations, which preserves inherent powers to make orders necessary to meet the ends of justice. However, the Board noted that these inherent powers relate to procedural matters, not substantive powers affecting the rights of third parties not present before the Board.

4. Specific Provisions under Sections 248 and 250(1):
The Board found that there was no specific provision in Sections 248 or 250(1) for granting interim relief during the pendency of proceedings. Section 250(2) allows restrictions on shares only after the Board concludes that there are good reasons to find out relevant facts, which can only be determined after the proceedings are completed.

5. Legal Precedents and Their Applicability:
The applicant cited Supreme Court rulings in ITO v. Mohamad Kunhi and Gujarat Maritime Board v. Haji Daud Haji Harun Abu to argue that incidental and ancillary powers should be inferred. However, the Board concluded that these rulings did not apply to the Company Law Board's powers under Sections 248 or 250. The precedent set in Gammon India Ltd., In re, was also distinguished as it was decided when the Board functioned as a delegatee of the Central Government, not as a quasi-judicial body.

6. Practical Considerations for Granting Limited Interim Relief:
Despite the legal position, the Board considered the practical aspect of the applicant's limited prayer to restrain the transfer of shares in the promoters' quota until the petition's disposal. The Board decided to grant this limited relief, noting that it would not cause hardship to the respondents and would be pragmatic given the circumstances. The restraint order was limited to the shares impugned in the petition and additional affidavit, approximately 10,88,440 shares, subject to verification.

Conclusion:
The respondents were directed to file their replies by July 15, 1998, and the petitioners their rejoinder by August 15, 1998. The petition was scheduled for hearing on September 14, 15, and 16, 1998.