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TMI Blog2013 (11) TMI 853X X X X Extracts X X X X X X X X Extracts X X X X ..... ppellant. - CO. A. (SB) 38/2013 - - - Dated:- 7-10-2013 - R. V. Easwar,JJ. For the Appellants : Mr. Abhinav Vasisht, Sr. Advocate with Mr. Ritin Rai and Mr. Sidhartha Jha, Advocates For the Respondents : Mr. U. K. Chaudhary, Sr. Advocate with Ms. Nalini, Mohd. Saif Abbasi, Advocates for R 1 and 2. JUDGMENT R. V. Easwar, J. 1. This is an appeal filed under Section 10F of the Companies Act, 1956, impugning the order passed by the Company Law Board on 17.05.2013 clarified by the order dated 23.07.2013. 2. The appeal has been filed in the following circumstances. The respondents in the appeal, who may be referred to as the Pawan Group, held a minority shareholding in the appellant-company, the majority shares being held ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unt of Rs. 13.5 crores was reinvested in fixed deposit for such term as may be deemed fit. It would appear that on maturity of fixed deposit the YES Bank had transferred the proceeds i.e. Rs. 13,69,23,310/- to the current account in which no interest was payable. Since the company was losing heavy interest, the CLB directed as follows: - 8. In the above facts and circumstances above and considering the interim prayer sought by the Petitioner, in my considered opinion, it is appropriate to direct YES Bank R-8 to invest Rs. 13.5 crores today in Fixed Deposit for a period of 45 days as it would earn a maximum interest @ 8.10% as projected by the Bank in its email dated 10/05/2013. The interest of the Petitioners is well protected and no pre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /2013 mentioned. Heard. I am not inclined to grant the prayer sought in CA No.13/C.No.1/2013 as in the order dated 24.5.2013 while directing that the fixed deposit would be rolled over on prevalent applicable rate of interest after 45 days it was always intended that the amount of fixed deposit alongwith interest shall be rolled over. CA No.13/C.No.1/2013 is accordingly dismissed. It was informed at the Bar that the parties are making efforts for a settlement. The matter is already listed for final hearing on 26.8.2013 at 10.30 a.m. Sd/- (Justice D.R. Deshmukh) Chairman 7. The present appeal is directed against the orders of the CLB dated 17.05.2013 as clarified by the order dated 23.07.2013. 8. The contention put forth on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onsent order and no appeal against the same is maintainable. The second contention is that in any case, no question of law can be said to arise out of the orders of the CLB and under Section 10F of the Act, an appeal to the High Court against the order passed by the CLB would lie only on a question of law. Thirdly, there is no authority to file the appeal and the resolution of the board upon which reliance is placed as giving the authority to do so, is actually only a draft resolution which is not even signed. Lastly on merits, it is contended that the claim of the appellants, if accepted, would de-value and erode the asset-base of the company and would drastically bring down the value of the shares, prejudicially affecting any buy-out prop ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed before the High Court against the order passed by the CLB only on a question of law. I do not see any question of law arising out of the impugned orders. These orders were passed in interim proceedings in applications filed by the Pawan Group before the CLB seeking interim protection of its interests as minority shareholders in the appellant-company. The CLB taking note of all the background facts and circumstances leading up to the sale of the Noida property and the receipt of the sale proceeds and with a view to protecting the interests of the Pawan Group, passed the interim order protecting the amount of Rs. 13.5 crores. The question whether the CLB intended that only the principal amount should be reinvested on maturity of the fix ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ally exercised or was exercised in a wholly untenable manner, there is little scope for interference with such orders under Section 10F of the Act. It has not been so shown by the appellants. These considerations are themselves also sufficient to answer the points sought to be raised by the appellants on the merits of the direction/ clarification of the CLB. In the anxiety to examine the impugned orders with a microscope and to find fault with the CLB, it should not be forgotten that the impugned orders were passed as an interim measure to protect the interest of the parties before the Court. I do not think such a myopic or hair-splitting view should be taken of the impugned orders. 13. In the result the appeal is dismissed with no order ..... X X X X Extracts X X X X X X X X Extracts X X X X
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