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TMI Blog2006 (2) TMI 299X X X X Extracts X X X X X X X X Extracts X X X X ..... erein, under sections 111, 397, 398, 399, 402, 403, 406 and 409 and under section 11 of the Companies Act, 1956. The order impugned is a detailed and reasoned order. Section 10F of the Companies Act, 1956, has enabled the appellant to prefer appeal, and the scope of the aforesaid section is very limited. As such the said section is quoted hereunder : " Appeals against the orders of the Company Law Board. Any person aggrieved by any decision or order of the Company Law Board may file an appeal to the High Court within 60 days from the date of communication of the decision or order of the Company Law Board 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sequently further increase was made in order to render the holding of Jahar Sengupta, a minority. The said Jahar Sengupta, since deceased, before his death executed his last will and testament bequeathing amongst others the aforesaid shareholding appointing respondent No. 1, State Bank of India as a trustee of the trust created by the said will of Jahar Sengupta Trust Estate. The probate of the said will has been obtained. On receipt of the probate of the will it is alleged that respondent No. 1 did not apply for transfer or transmission of the shares in its name. It is further complained that the Board of Directors did not take any step for rectification of share register transmitting the shareholding in the name of the State Bank of India ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ised under section 153 of the Companies Act. This point has been erroneously decided in law by the Board and the same is liable to be set aside and cancelled. Learned counsel for the appellant has relied upon two decisions in support of his submission. One is of English decision reported in George Attenborough Son v. Solomon [1913] AC 76 (HL) and other two are Supreme Court decisions reported in Navnit Lal Sakarlal v. CIT [1992] 193 ITR 16 1 and Canara Bank v. National Thermal Power Corpn. [2001] 104 Comp. Cas. 97 2 . 9. Learned counsel, Mr. S. Sarkar, appearing for the respondent, submits that there is no infirmity and illegality in the decision of the Board. The Reserve Bank of India has appointed the executor to discha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Board cannot be interfered with. 10. I have heard respective contentions of learned counsel for the parties and have carefully perused the order of the learned Board. I have already observed there is no scope under the law to examine the fact finding of the Board. On fact finding the Board came to the conclusion that there was no bona fide motive behind the increase of share capital and it was further found on fact by the Board that in order to get the majority shareholding of 51 per cent all illegal steps were taken by appellant No. 2 to rest, so that the controlling interest of the said Jahar Sengupta is reduced to minority. It was further found by the Board that there is a large amount of diversion of funds and mismanagement in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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