2014 (2) TMI 762 - HC - Companies Law

Whether the Company Law Board could vacate the interim order suo moto without any application making such prayer being filed by the respondent. - alienating the assets of the company. - Held that - no infirmity in the approach adopted by the Company Law Board. The interim order was passed on a concession made by the learned counsel for the respondent on the first date. Subsequently, the case of the respondent was brought before the Company Law Board by way of an application challenging the maintainability of the petition. The case of the respondent was noted and on consideration of the same the Company Law Board concluded that an interim injunction was not warranted in the facts of the case. The contention that the Company Law Board did not consider the merits of the case is ex-facie erroneous as the impugned order does indicate that the Company Law Board has considered the contentions of the petitioner as well as the averments made by the respondent and arrived at its conclusion. Appellant claimed that respondent get his signature for transfer of shares forcible by injected him with some drugs and also held a gun to him. - Appellant lodged an FIR - Held that - While it is correct that a pendency of a criminal complaint does not divest the jurisdiction of civil courts, it would be erroneous to contend that the outcome of a criminal proceeding regarding the same subject facts ought to be ignored by a civil court. The decision of the police authorities and the Chief Judicial Magistrate does not fetter the Company Law Board and the Board is empowered to evaluate all material and evidence to determine whether the alleged transfer of shares by the appellant and the change in the constitution of the Board of Directors are valid or not. However, the fact that the FIR filed by the appellant has been closed would certainly be a relevant fact to be considered by the Company Law Board. The present appeal is without merits and is, accordingly, dismissed.

Issues Involved:
1. Whether the Company Law Board (CLB) could vacate the interim order suo moto without any application from the respondent.
2. Whether the CLB is bound by an order of a criminal court, particularly when a revision is pending.
3. Whether the CLB can vacate an interim order without considering the merits of the case.
4. Whether the CLB can decide a dispute that also gives rise to separate criminal proceedings.
5. Whether the CLB's findings of fact are final and an appeal lies only on questions of law.

Detailed Analysis:

1. Suo Moto Vacation of Interim Order:
The principal issue was whether the CLB could vacate the interim order suo moto without any application filed by the respondent. The appellant argued that the CLB did not have the power under Section 403 of the Companies Act, 1956 to vacate the restraint order without an application from the respondents. The court found no infirmity in the CLB's approach, noting that the interim order was initially passed on a concession made by the respondent's counsel. The CLB, upon reviewing the factual matrix and the respondents' stand, concluded that the facts did not warrant any interim order in favor of the appellant. The court held that the CLB has wide powers under Sections 397 and 398 of the Companies Act, 1956, to regulate the affairs of the company, including the discretion to modify or vacate interim orders.

2. Binding Nature of Criminal Court Orders:
The appellant contended that the CLB should not consider the closure report of the FIR filed by the appellant, as decisions in criminal proceedings should not influence civil disputes. The court clarified that while the CLB exercises summary jurisdiction and its decisions are based on preponderance of probabilities, the outcome of criminal proceedings regarding the same subject facts is a relevant consideration. The court emphasized that the CLB is not fettered by the decision of criminal courts but can evaluate all material and evidence to determine the validity of the alleged transfer of shares and changes in the Board of Directors.

3. Consideration of Merits:
The appellant argued that the CLB vacated the interim order without considering the merits of the case, which could result in the creation of third-party rights. The court found this contention erroneous, stating that the CLB had considered the contentions of both parties and arrived at its conclusion based on the documents and pleadings presented. The CLB concluded that the appellant failed to make out a prima facie case for passing restraint orders under Sections 397/398 of the Companies Act.

4. Jurisdiction Over Disputes with Criminal Proceedings:
The appellant questioned whether the CLB could decide a dispute that also gives rise to separate criminal proceedings. The court reiterated that the CLB's jurisdiction is not divested by the pendency of criminal complaints. The CLB can consider the outcome of criminal proceedings as a relevant fact but is empowered to independently evaluate the validity of corporate actions based on the evidence before it.

5. Finality of CLB's Findings:
The appellant raised the issue of whether the CLB's findings of fact are final and whether an appeal lies only on questions of law. The court did not find it necessary to address this issue in detail, as the appeal was restricted to the questions of the CLB's suo moto actions and consideration of the closure report. The court affirmed that the CLB's decision to vacate the interim order was based on a thorough consideration of the factual matrix and did not warrant interference.

Conclusion:
The court dismissed the appeal, finding no merit in the appellant's contentions. It upheld the CLB's decision to vacate the interim order, emphasizing the wide discretionary powers of the CLB under the Companies Act, 1956. The court clarified that the CLB is not bound by criminal court decisions but can consider them as relevant facts in its proceedings. The appeal and pending applications were disposed of, with parties bearing their own costs.

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