1967 (8) TMI 76 - HC - Companies Law

Summary

Issues Involved:
1. Maintainability of the application under section 543 of the Companies Act, 1956.
2. Jurisdiction of the court to pass orders under the new Companies Act, 1956.
3. The role and powers of the Central Government and the court in the investigation of company affairs.
4. The applicability of the inspector's report and subsequent legal actions.

Issue-wise Detailed Analysis:

1. Maintainability of the application under section 543 of the Companies Act, 1956:
The judgment highlights that section 543 of the new Act or section 235 of the old Act pertains to the court's power to assess damages against delinquent directors during the winding-up of a company. The court noted, "the sine qua non for the maintainability of the said application appears to me to be that there should be a petition in court for the winding-up of a company and the application under section 543 has to be taken in the course of such winding-up." In this case, O.P. No. 79 of 1951 for winding up was dismissed, and O.P.No. 272 of 1952 was closed, making the application under section 543 non-maintainable.

2. Jurisdiction of the court to pass orders under the new Companies Act, 1956:
The court discussed the jurisdictional challenge raised against the application of the new Act for matters predating its enactment. The court dismissed this argument, stating, "the learned judge discountenanced the same," and referred to sections 235, 237, and 242 of the new Act, which provided sufficient grounds for ordering an investigation into the company's affairs.

3. The role and powers of the Central Government and the court in the investigation of company affairs:
The court elaborated on the scheme of the new Act concerning company investigations, starting with section 235, which empowers the Central Government to appoint an inspector. The judgment states, "Section 237 is yet again another provision in the new Act enabling the Central Government to appoint an inspector to investigate the affairs of a company and to report thereon to it." The court emphasized that once an inspector is appointed, the Central Government must act based on the inspector's report, as outlined in sections 242, 243, and 244.

4. The applicability of the inspector's report and subsequent legal actions:
The court addressed the applicant's request for further action based on the inspector's report. It concluded that the applicant could not retrace his steps and ask the court to re-investigate the matter. The judgment states, "the applicant cannot now demand a full trial and a fuller enquiry into this application which is practically closed in the eye of law in so far as this court is concerned." The court held that the jurisdiction had been exhausted once the inspector's report was submitted, and any further action should be taken by the Central Government as prescribed by the Act.

Conclusion:
The application was dismissed, with the court holding that it no longer had jurisdiction to entertain the matter after the inspector's report was submitted. The applicant was advised to seek statutory remedies available under the new Act. The judgment concluded, "the applicant has no locus standi to ask this court to re-investigate and re-hear this application on the basis of the inspector's report." The application was dismissed without any order as to costs.