9911796707
TMI Blog2005 (2) TMI 545X X X X Extracts X X X X X X X X Extracts X X X X ..... and made a prayer before the CLB to recall/vacate the ad interim ex parte order dated 2-7-2003. Thereafter, the CLB passed orders on 11-9-2003 and 1-10-2003. Aggrieved by the said orders passed by the CLB on 11-9-2003 and 1-10-2003, the appellants filed COAPL No. 2 of 2003 under section 10F of the Act. Along with the said appeal, the appellants also filed Misc. Case No. 3 of 2003 praying for stay of the impugned orders dated 11-9-2003 and 1-10-2003 passed by the CLB till disposal of the appeal. On 3-11-2003, the Court after holding that question of law arises for determination in this case admitted the appeal and directed as an interim measure that the operation of the impugned orders dated 11-9-2003 and 1-10-2003 of the CLB shall remain stayed until further orders. Thereafter, Misc. Case No. 5 of 2003 was filed by the appellants herein with a prayer to the Court to pass an appropriate order staying the ad interim order of stay dated 2-7-2003 of the CLB. After hearing the learned counsel for the parties, the Court passed orders on 14-5-2004 in the said Misc. Case No. 5 of 2003. Against the said orders passed by this Court on 14-5-2004 in Misc. Case No. 5 of 2003, the respondent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ase, the special leave petition was against the interim order passed on 14-5-2004 and the said special leave petition was dismissed and the respondents have now applied for modification of the said order dated 14-5-2004. He cited the decision of the Supreme Court in Bhaskaran v. Sreedharan 2002 (3) JT 568 in support of his submission that mere dismissal of a Special Leave Petition by the Supreme Court does not amount to confirmation of the judgment of the High Court against which the special leave petition was filed. 5. The operative part of the interim order passed by this Court on 14-5-2004 is quoted herein below : ". . . For this reason, I direct that the interim order passed by the CLB on 2-7-2003 insofar as it stays the purported appointment of appellant Nos. 2, 3 and 4 as directors of the appellant No. 5-company and directs that the said appellant Nos. 2, 3 and 4 shall not exercise any right as directors of the appellant No. 5-company shall continue to be in force until further orders. The interim reliefs claimed in paragraphs 51( ii ) and 51( v ) of Company Petition No. 62 of 2003 restrain the Board of directors or shareholders of the appellant No. 5-company to eff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Court on 28-5-2004. Any modification of the said order dated 14-5-2004 on the ground of error apparent on the face of the record would amount to a review and such a review is not permissible after dismissal of the special leave petition against the said order dated 14-5-2004 by the Supreme Court. In Abbai Maligai Partnership Firm s case ( supra ), the Supreme Court has deprecated in very strong words the High Court reviewing any order after a special leave petition against such order is dismissed by the Supreme Court. Paragraph 4 of the said judgment of the Supreme Court in Abbai Maligai Partnership Firm s case ( supra ), is quoted herein below : "The manner in which the learned Single Judge of the High Court exercised the review jurisdiction, after the special leave petitions against the self-same order had been dismissed by this court after hearing learned counsel for the parties, to say that least, was not proper. Interference by the learned Single Judge at the stage is subversive of judicial discipline. The High Court was aware that SLPs against the orders dated 7-1-1987 had already been dismissed by this court. The High Court, therefore, had no power or jurisdiction to re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sis holding that the execution petition filed by the respondent was not barred by limitation. The order is clearly unsustainable." In the aforesaid judgment, the Supreme Court has held that dismissal of special leave petition does not amount to confirmation of the judgment/order of the High Court on merits but has not held that the High Court can review its own order on the ground of errors apparent on the face of the records after the special leave petition against the order passed by the High Court is dismissed by the Supreme Court. 7. In Miscellaneous Case No. 10 of 2004 it is also alleged in paragraph 16 onwards of the miscellaneous case petition that appellant No. 1 has already initiated a requisition for extraordinary general meeting ( EGM ) to pass resolutions to remove respondent No. 1 from the Board of directors of the appellant No. 5-company and has prayed that the appellant No. 5-company be restrained from passing any resolution removing any of the directors of the company till disposal of Company Petition No. 62 of 2003 by the CLB. Miscellaneous case No. 10 of 2004 has also been filed by the respondent No. 1 stating therein that on 26-8-2004 Form No. 32 was filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lution said to have been passed on the said EGM removing the respondent No. 1 as director of the appellant No. 5-company as null and void and restraining the appellant No. 5-company from passing any resolution removing any of the existing directors of the company till disposal of the Company Petition No. 62 of 2003 by the CLB. 8. Mr. Das, learned counsel for the respondents, submitted that these are facts and circumstances which have arisen after passing of the order dated 14-5-2004 by this court and the court can always pass an interim order declaring the EGM of the appellant No. 1 held on 25-8-2004 and the resolution allegedly adopted therein removing the respondent No. 1 from the Board of directors of the appellant No. 1-company as null and void and restraining the appellants from passing any other resolution removing any existing directors of the company. 9. Mr. Das vehemently submitted that the aforesaid EGM is a direct consequence of the order dated 14-5-2004 vacating the interim reliefs granted by the CLB and, therefore, this Court has got full jurisdiction to adjudicate on the said matter. He further submitted that appellants themselves have filed Misc. Case No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Paragraphs 51( ii ) and 51( v ) in Company Petition No. 62 of 2003 saying that the said interim reliefs granted by the CLB interferes with the rights of the Board of directors and the shareholders under the Act, as well as the articles of association of the appellant No. 5-company, it was open for the shareholders of the appellant No. 1-company to appoint or remove any director in the interest of the company in exercise of their rights under the Act, as well as the articles of association of the company and if in exercise of such rights, the shareholders of the company in the EGM held on 25-8-2004 removed the respondent No. 1 from the post of director, the court should not interfere with such removal. He further submitted that in any case, the jurisdiction of this court under section 10F of the Act, is limited to question of law arising out of the impugned orders passed by the CLB and the removal of the respondent No. 1 in the EGM of the company held on 25-8-2004 is a fresh cause of action for which the respondent No. 1 has to file a separate suit or application before the CLB for relief and no relief, interim or final, can be granted by this Court in the present appeal. 11. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the EGM on 25-8-2004 be vacated. 12. Miscellaneous Case Nos. 8 and 10 of 2004 have been filed in COAPL No. 2 of 2003 which is an appeal under section 10F of the Companies Act, 1956 against the orders passed by the CLB on 11-9-2003 and 1-10-2003. Section 10F of the Companies Act, 1956 is quoted herein below : "10F. Appeals against the orders of the CLB. Any person aggrieved by any decision or order of the CLB may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the CLB to him on any question of law arising out of such Order. Provided that the High Court may, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the said period, allow it to be filed within a further period not exceeding sixty days." A plain reading of the language of section 10F of the Act, quoted above would show that an appeal to the High Court can lie only against a decision or order of the CLB on any question of law arising out of such order. The High Court, therefore, cannot directly entertain any prayer for declaring a resolution said to have been adopted in the EGM of the appellant No. 5 on 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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