9911796707
TMI Blog1995 (11) TMI 321X X X X Extracts X X X X X X X X Extracts X X X X ..... 5, and also directed the company to register the shares by November 30, 1995, The Company Law Board went on to direct that in the event of failure on the part of the company to, effect registration in terms of the order, the Bench Officer, Eastern Region, Calcutta, is directed to visit the registered office of the company and to carry out suitable rectification in the register of members in that regard. It is this order which is said to be not in accordance with law and the intervention of the High Court has been sought for under section 10F of the Companies Act, 1956. Two principal issues have been raised before this court: the first being whether the Company Law Board has Jurisdiction to direct the Bench Officer, Eastern Region, Calcutta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Companies (Court) Rules as also the Regulations framed under the Act so far as the Company Law Board is concerned. The Regulations unfortunately, however, are silent on this score and the Rules also do not speak anything contrary to the provisions of the statute. The powers have been conferred on the Company Law Board under section 634A and in discharge of that power, the Board has directed one of its officers to visit the registered office and to rectify the shareholders' register. It might be a novel one as ascribed by Mr. Chowdhury but there is no inherent lack of jurisdiction as such. In that view of the matter the question of there being a substantial question of law involved for determination by this court under section 10F of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Principal Bench which passed the interim order, and our intentions were very clear, viz., that the injunction order will cover these 1,00,000 (one lakh) shares as well. We also made a specific mention of the Principal Bench's order in our order under section 111 in order to ensure that our order should not be otherwise misconstrued as contradictory. In fact the petition before the Principal Bench was under section 250 of the Act and the restraint order issued by the Principal Bench was so intended that if later, the Company Law Board was to order investigation into the shares, such investigation should not be hampered. By our order dated May 12, 1995, under section 111 we have merely preserved this position as intended by the Principal B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the basis of this submission that the Company Law Board passed the order of injunction restraining respondents Nos. 1 to 17 from transferring any of the shares, being the subject-matter of the proceeding before the Board, neither the company would be authorised to register any transfer, if lodged, as noted more fully hereinabove. It is on this count that Mr. Sarkar, appearing for the respondents in the matter, contended that the order of the Principal Bench does not provide any restraint so far as this particular rectification is concerned in regard to the names of respondents Nos. 1 to 17. The prohibitory order, if any, is restrictive in nature and provides only for further registration. Mr. Sarkar contended that the language is very s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... directed by the Board. At this stage, however, Mr. Chowdhury submitted that the name of transferee in relation to the instrument of transfer stands in the name of Sonawala Exports Ltd. but respondents Nos. 1 to 17 are desirous of having the said transfer affected in favour pf Shasan Projects India Ltd. We are not, however, at this stage going into the issue excepting, however, directing the company to act strictly in accordance with law and the order as passed by the Company Law Board. Mr. Chowdhury, appearing for the company; prays for stay of operation of this order. Considering the submissions made on behalf of the parties as noted above we are not inclined to grant an order of stay excepting recording, however, that the time to carry ..... X X X X Extracts X X X X X X X X Extracts X X X X
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