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TMI Blog2017 (5) TMI 1118X X X X Extracts X X X X X X X X Extracts X X X X ..... 9 either on 27.06.2009 or any other dates. (ii).Permanent injunction restraining the respondents from interfering with the carrying on duties enjoined on the petitioner in relation of Unit 'C' at NP 23 & 24 Developed Plot, Ekkattuthangal, Chennai 600 097 of the first respondent. (iii).Permanent injunction restraining the respondents from disqualifying / removing the petitioner from the post of Executive Director of the first respondent company. (iv).For costs and such other further reliefs that the Honourable Company Law Board deem fit and proper given the facts and circumstances of the case and thus render justice. 3. As is usual the case in such like actions, this petition was filed under Sections 397, 398, 402 and 403 of the Companies Act, 1956 (in short the "1956 Act"). The immediate instigation for instituting the action and seeking the aforementioned reliefs, was the clear possibility of the appellant being removed from the post of Executive Director of DPPL. 3.1. Coupled with the plea for grant of injunction, the assertion made was that the appellant would be prevented from managing the affairs of Unit C, which is one of the units of respondent No.1, located at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he appellant's conduct in the context of him having set up DCS. 4.6. I may also indicate that against the aforementioned order, a review petition was filed by DPPL. This revision petition was numbered as : Review Petition (Criminal) No.668 of 2016. The Supreme Court, however, rejected the said review petition in limine, vide its order dated 23.11.2016. Background Facts : 5. In order to adjudicate upon the present appeal, briefly, the following facts are required to be noticed : 5.1. The appellant is a member of the family, which, to begin with, had set up a partnership firm by the name of Devi Reinforced Plastics Products (in short "the firm"). The said firm was set up by late Shri.K.N.Gnanaprakasam along with nine other persons. Each partner held equal shares. To begin with, the partnership firm set up an unit in a rented premises. This unit commenced production in 1975. The appellant, along with respondents No.4 and 8, to begin with, were in-charge of the said unit. 5.2. The appellant, evidently, visited U.K., in and about 1973- 74. During his visit, the appellant purchased a Sheet Moulding Compound (SMC) plant, along with requisite technical know-how for SMC, as also f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the attention of Stahlin Fibreglass Enclosures, U.S.A. 5.8. In sum, the appellant claims that, in trying to achieve high quality, the appellant made innovations on several fronts. It is the appellant's case that due to his efforts, the sales of Unit C grew from Rupees (Rs.)1 to 2 crores to Rupess (Rs.)29.56 Crores in 2008-2009. 5.9. It is also the appellant's case that several tools and machines were built in-house, and that, the in-house technology led to the development of 1500 tonnes hydraulic press and door moulds. The appellant claims that DPPL manufactured high quality SMC door skins, which compared with the best in the world. 6. The appellant also claims that he had obtained approval from DPPL's BOD for a capital budget of Rs. 4.50 Crores, to further develop and expand the projects at Unit C. The appellant asserts that Unit C has the ability to produce world class products. 6.1. It is, thus, the appellant's assertion that he is a well known and respected business leader in the Composite Fibreglass Industry. 7. The record shows that the appellant's troubles, so to say, started, when, he received a Show Cause Notice (in short 'SCN') dated 17.06 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... PPL, albeit, in the name of his son and daughter. In this behalf, it was also stated that one of the patents was registered in the joint names of the appellant, his son and, one, Mr.Martin Fitzer. Though, the appellant had promised to assign the said patent to DPPL, no assignment in favour of DPPL had happened till that date. 7.6. Notably, the notice convening the EOGM also drew attention to the fact that DPPL had issued a communication dated 17.06.2009, to the appellant, calling upon him to explain his conduct in writing prior to the date of the meeting. 8. Evidently, on 19.06.2009, DPPL, via its Advocate, published a notice in "The Hindu", cautioning the public, at large, that the appellant was carrying out "parallel business", which had nothing to do with DPPL, and that, anyone, who dealt with DCS, would do so, at his/her own risk and cost. Furthermore, the notice also indicated to the public, at large, that the DPPL was contemplating initiation of action against the appellant and others, who, had colluded with him in carrying on a parallel business, without the knowledge and authority of DPPL's BOD. 8.1. As a follow up action, DPPL, vide communication dated 23.06.2009, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was a huge potential to earn further revenues that he had entered into a MOU with Michael Jackson. (vi).The appellant also provided an explanation, as to what, necessitated the creation of a website. It was indicated that, since, the business approach of U.S. Companies had changed, on account of domestic pressures, it was decided to provide technical solutions to manufacturing problems encountered by U.S. Companies. This decision was taken, according to the appellant, on account of the fact that the U.S. Companies had decided to go for "Knowledge Process Outsourcing", as against "Business Process Outsourcing", since, they were desirous of providing employment to its U.S. based, Citizens. (vii).The appellant, thus, asserted that it was for this reason that DCS was conceived as a part of a larger strategy to market DPPL's business. The appellant, also, indicated that it was to further this end that Mr.Michel Jackson, who was part of Stahlin Enclosures, U.S.A. was roped-in, to lend his expertise in the matter. (viii).Thus, in effect, the appellant argued that DCS was set up to create new avenues of business, not only in the area of design, but also to develop proto-type mouldi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 's case is that the said arrangement was recorded in the memorandum dated 27.03.1997. Based on the family arrangement, a consequential relief of permanent injunction was also sought by the appellant, against individual defendants, impleaded as parties in the suit, with regard to his participation in the management of entities, which were arrayed as defendants 1 to 6. 9.3. The record shows that, in the suit, initially, interim injunction was granted by this Court, which was extended from time to time, and that, vide order dated 13.09.2010, the extension of the injunction was discontinued. Liberty, however, was given to the appellant to raise all contentions with regard to family arrangement in the proceedings pending before the CLB, for seeking the appropriate reliefs. The defendants were, likewise, given liberty to contest assertions, if any, put forth by the appellant, in that behalf, before the CLB. 9.4. The appellant contends that even though, the family arrangement, i.e., memorandum, dated 27.03.1997, was placed before the CLB, no finding was returned qua the same. 9.5. On the other hand, learned counsel for the respondents contends that no leave was sought to amend the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (vi).The CLB went on to hold that the decision taken at the EOGM to remove the appellant from the office of the Director was valid, as not only, the appellant was served with the notice qua the EOGM, but also on account of the fact that he was given an opportunity to make a representation before the shareholders. (vii).The CLB also held that the principles of quasi partnership were not applicable to the instant case, as the appellant only held 10% of the total shareholding, and that, there was no deadlock in the management of DPPL. In coming to this conclusion, the CLB relied upon the judgment of the Supreme Court in the matter of : Kilpest Private Limited and Others V. Shekhar Mehra, (1996) 10 SCC 696 and, went on to distinguish the judgment of the Supreme Court rendered in : Sangraminh P.Gaekwad and Others Vs. Shantadevi P.Gaekwad, AIR 2005 SC 809. (viii).Furthermore, according to the CLB, there was no force in the argument that there was lack of probity displayed by the respondents in as much as the appellant himself had committed a breach of fiduciary duty, by setting up a parallel business under the name and style of DCS. (ix).The EOGM was held in democratic manner, which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lant, broadly, submitted that none of the charges levelled against the appellant, which, apparently, formed the basis of his removal as the Director, and consequent thereto, his removal from the post of Executive Director, were sustainable. In this behalf, Mr.Murari made the following submissions : (i).The allegation that the appellant was running a parallel business was false. DCS was set up with a view to attract business for DPPL. The charge levelled against the appellant, in this behalf, was contradictory in as much as, on the one hand, it was alleged that the business carried on by the appellant under DCS was outside the scope of DPPL's MOA, while on the other hand, it was alleged that the appellant was running a parallel business under the name and style of DCS. A perusal of the website would show DCS was only an offshoot of DPPL. There was no attempt, as alleged or at all to set up a parallel business. To buttress this submission, it was emphasized that there was no diversion, whatsoever, of any funds from DPPL to DCS. In support of this submission, reliance was placed on DPPL's website and also the web page of DCS. In sum, learned counsel submitted that DCS was a s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... having failed to establish the alleged breach of fiduciary duty by the appellant, in his capacity as the Executive Director, the CLB had sustained his removal as the Director, which led to his consequential removal from the post of Executive Director. In support of this submission, learned counsel contended that there is no basis set out in the impugned judgement, which could have led one to come to a conclusion that setting up of DCS involved running of parallel business by the appellant. (v).Furthermore, it is stated that the CLB had wrongly concluded that the decision of removing the appellant as the Director at the EOGM held on 27.06.2009, was cured by the fact that the appellant had attended the meeting. The submission made, in this behalf, was that, the provisions of Section 190 of the 1956 Act, which required the issuance of special notice, in the mode and manner stipulated therein, was mandatory for triggering the removal of a Director. The participation by the appellant in the EOGM held on 27.06.2009, could not have cured this fundamental error. (vi).Learned counsel for the appellant further submitted that the CLB committed an error in law in holding that Article 15 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... als (India) Pvt. Ltd. and Others, MANU/CL/0051/1999; (vii) Queens Kuries and Loans (P.) Ltd. V. Sheena Jose and Others, MANU/KE/0097/1992; (viii) Order of the CLB, Chennai Bench, dated 03.12.2010, in CP No.96 of 2010, titled : Natwarlal Pranlal Patel and Another V. Patel Veneers Pvt. Ltd. and Others. (ix) B.S.Chopra V. The Management of Karnataka Handloom Development Corporation Limited and Another, MANU/DE/2005/2005 ; (x) B.V.Thirumalai and Others V. Best Vestures Trading (P) Ltd., (2004) 4 Comp.L. J. 519 (CLB); (xi) N.Murali (HUF) and Others V. Kasturi and Sons Ltd., and Others, MANU/CL/0078/2010; (xii) Ebrahimi (A.P.) V. Westbourne Galleries Limited and Others, MANU/UKHL/0019/1972; (xiii) Sudershan Singh Sethi and others V. Sakhi Resorts and Farmlands P. Ltd. and others, (2015) 190 Comp Cas 349 (CLB); (xiv) V.Natarajan V. Nilesh Industrial Products Private Limited, MANU/CL/0097/2002; (xv) Naresh Trehan V. Hymatic Agro Equipment (P) Ltd., (1999) 4 Comp LJ 369 (CLB); and (xvi) Dinesh Sharma V. Vardaan Agrotech (P) Ltd., (2007) 73 SCL 338 (CLB). 16. As against this, Mr.R.Venkatavaradan, largely, relied upon the judgment of the CLB in rebuttal to the submissions advanced on behalf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fault could be found with the decision taken to remove the appellant as the Director of DPPL. 16.6. It was the submission of the learned counsel that no case of oppression was made out, and that, the only grievance, as indicated above, which was articulated by the appellant, was with regard to his removal as the Director of DPPL. The said grievance, according to the learned counsel, did not fall within the scope of the provisions of Sections 397 and 398 of the 1956 Act. It was sought to be emphasised that it was not only a case pivoted on a directorial complaint, but was also an isolated act, which, even, if, it is assumed to be true, cannot form the basis, on which, a petition for oppression and mismanagement can be instituted and/or maintained. 16.7. In support of the submissions, learned counsel placed reliance on the following judgements : (i) I.T. Commissioner V. S.S.Navigation Co., Ltd., AIR 1961 SC 1633; (ii) Iqbal Singh Marwah and another V. Meenakshi Marwah and another, (2005) 4 SCC 370; (iii) Incable Net (Andhra) Limited V. AP Aksh Broadband Limited, (2010) 6 SCC 719; (iv) Ayoli Abdulla V. Meezan Realtors Pvt. Ltd. and Others, MANU/KE/0975/2016. (v) V.M.Rao V. V.L.Dut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (xii).The appellant responded to the aforementioned SCN by dispatching a reply dated 18.06.2009. (xiii).DPPL, via its Advocate, issued a public notice dated 19.06.2009. By this notice, the public, at large, was informed that the appellant was running a parallel business via DCS, and therefore, dealings, if any, with the said entity could only be at the concerned person's own risk and cost, since, the said entity had nothing to do with DPPL. (xiv).On 23.06.2009, a special notice was issued to the appellant to remove him from the position of the Director. (xv).The special notice dated 23.06.2009, was received by the appellant along with the proposed resolution seeking his removal, only on 24.06.2009. (xvi).The appellant presented his reply to the said notice dated 23.06.2009, only, at the EOGM held on 27.06.2009. (xvii).At the EOGM held on 27.06.2009, a resolution was passed removing the appellant as the Director of DPPL, and consequently, from the post of Executive Director. (xviii).The appellant continues to enjoy pay and perquisites of the Executive Director, consequent to the interim orders passed by the CLB, which, subsequently have continued to date, on account of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the SCN was being issued to the appellant, at a time, when, he would not be present in the country. 20.1. The appellant, upon receiving the SCN, did file a reply dated 18.06.2009. In the interregnum, the BOD of DPPL held a meeting on 17.06.2009, pursuant to a notice issued, in that behalf, on 15.06.2009, whereat, the appellant's conduct concerning setting up of DCS was discussed. At this meeting, a decision was taken to convene an EOGM. Therefore, de hors, the fact that the events, which transpired between 15.06.2009 and 17.06.2009, had the blessings of the respondents, what one has to examine is as to whether the charges levelled against the appellant are made out. In this connection, one would, to my mind, thus, have to discern, the outcomes of the following sub-issues : 20.2. The first sub-issue, which arises for consideration, is : as to whether the appellant had breached his fiduciary duty in setting up DCS. There is no dispute that the appellant, in his capacity as the Executive Director, was the point man in so far as the management of the affairs of Unit C was concerned. Therefore, given the fact that the appellant projected DCS as a division and/or as the sister ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssional. 21.2. The respondents, however, submit that there was no need and/or necessity to set up DCS, as the same business could have been carried on under the name and style of DPPL. The appellant, however, appears to have taken this decision, given the fact that he was the Executive Director of DPPL and had been given a free rein to run and manage exclusively the affairs of Unit C. The appellant, therefore, as in the past, executed the MOU dated 05.03.2009, with Michael Jackson, as it appears, to enhance the business prospects of DPPL. 21.3. The fact that the appellant had executed such like MOUs in the past was sought to be demonstrated by relying upon seventeen (17) MOUs, which had been executed by him between January 1991 and July 2008. The list of seventeen (17) MOUs executed by the appellant, in his capacity as the Executive Director, and as the person in-charge of Unit C, was furnished to buttress the aforesaid submission. 21.4. The respondents, as it appears, took no objection to the appellant executing those MOUs in the past. However, in this, one, instance, the respondents chose to object, and thus, projected it as one of the grounds for removal of the appellant. 22 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appellant, in the said reply, that the original concept was that of Michael Jackson, and, since, the appellant had provided additional inputs to make the invention workable, his name was added as a joint patentee. The appellant asserted that the patent pertaining to "hole plugs" had generated revenues for DPPL on a continuous basis upon its obvious assignment in favour of DPPL. "48. ...... 'words' just and equitable' are a recognition of the fact that a limited company is more than a mere legal entity the patents held by the appellant along with his daughter, in favour of DPPL. For this purpose, reliance was placed by the appellant on the assignment deed dated 26.06.2009 and the letter of even date, i.e., 26.06.2009, given by the "De Penning and De Penning; Patents, Trademarks, Designs and Copyright Agents". 25.4. A perusal of the documents pertaining to assignment of patents held by the appellant, and the details of revenue generated in favour of DPPL, with regard to the invention, such as hole plug, quite clearly, establishes that the charge levelled against the appellant that he did not intend to transfer patents in favour of DPPL, qua which, registration charges ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 29.1. Having said so, while I am conscious of the fact that this judgement was rendered by the Supreme Court in the context of a criminal proceeding, it would, however, lend some weight, to my mind, to the contention advanced on behalf of the appellant that there was not a shred of evidence available to even begin considering the allegation of diversion of funds. The strength of this argument, quite obviously, flows from the fact that the Supreme Court quashed the FIR at the incipient stage, thus, declining the request of the State to even consider commencing an investigation qua the allegations. 29.2. In this context, one cannot, but agree with Mr.Venkatavaradan's submission that finding returned in a criminal proceeding may not be final and/or binding on a Court dealing with civil proceeding, as each case has to be decided based on evidence adduced before it. (See M.S.Sheriff V. State of Madras, 1954 scr 1144, and Iqbal Singh Marwah and Another V. Meenakshi Marwah and Another, [2005] 4 SCC 370). 29.3. However, from this proposition, to conclude, that no interference can be drawn as to the conduct of the contesting parties, would be, to extrapolate the principle beyond its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he appellant with regard to setting up of DCS and the purported failure displayed by the appellant in executing assignment deeds in respect of patents registered at the cost and expense of DPPL. Pertinently, the notice dated 17.06.2009, convening the EOGM, did not advert to the purported intention to remove the appellant, as the Director of DPPL. 30.4. Therefore, the first communication to the appellant, with regard to, DPPL having received a notice of intimation from a shareholder, seeking to move a resolution qua his removal as the Director, was the notice dated 23.06.2009, which was received by him, as indicated above, only on 24.06.2009. 30.5. Clearly, notice of intention to move a resolution for removal of the appellant as the Director was not issued in consonance with the provisions of Section 190 of the 1956 Act. The minimum time gap of fourteen days required to be factored in between the date of service of notice of intended resolution and the date of EOGM, was not, adhered to. DPPL, clearly had given short notice. Consequently, DPPL, in turn, could not give notice to the members, in terms of Section 190(2) of the 1956 Act. The minimum time gap, which the company, i.e., D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... visions of Section 170 of the 1956 Act. Notably, the provisions of Section 170 are applicable only qua provisions of Sections 171 to 186 of the 1956 Act. Section 170 does not make any reference to Section 190 of the 1956 Act. Therefore, the conclusion reached by the CLB that the EOGM, at which, the resolution for removal of the appellant as the Director was intended to be moved could be moved without following the mandate of Section 190 of the 1956 Act, is, clearly, flawed. 31.2. The minimum notice period, which is prescribed in Section 190 of the 1956 Act is required to be strictly adhered to, as the purpose appears to be, to not only to bring to the notice of the company and its members that special business is afoot, but also to give the affected party adequate time to prepare its defense, and in the case of removal of a person as the Director, adequate opportunity of being heard, as prescribed under Section 284(3) of the 1956 Act. 31.3. In this case, given the aforesaid discussion, in my view, the infraction of Section 190 of the 1956 Act could not have been cured by taking recourse to the fact that the appellant was present at the EOGM and was allowed to place his defense be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch relevance, given the reasons and conclusions reached by me in the matter. 32.1. Furthermore, as regards, Mr.Venkatavaradan's submission that there was an apparent contradiction between what the appellant has stated in paragraph 52 of the plaint, filed in C.S.No.701 of 2010 and that, what was sought to be portrayed before CLB, with regard to setting up of DCS - I am of the view that there is no contradiction whatsoever. In both actions, the appellant has sought to demonstrate that the respondents were all along aware of the fact that DCS was being set up to enhance the business prospects of DPPL by taking recourse to the surrounding circumstances. Therefore, this submission advanced on behalf of the appellant is only stated to be rejected. 33. The last aspect of the matter, on which, there has been a great amount of debate is as to whether the principle of quasi partnership would be applicable in the facts and circumstances obtaining in the matter. 33.1. In the instant case, what is not in dispute is that DPPL metamorphosed from a partnership firm to its present form. The partnership firm comprised of ten persons, who were members of a family. Upon the partnership firm tak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and equitable" used in Sub-Section (2), clause (b) of the very same section. In sum, for an action to be sustainable under Section 397 of the 1956 Act, in which, the principle of quasi partnership is invoked, the aggrieved party would have to demonstrate to the Court : (i) that the affairs of the company were being conducted in a manner prejudicial to the public or, in a manner oppressive to any member or members ; and (ii) that to wind up the company would, unfairly, prejudice such member or members, and that, otherwise, the facts obtaining in the matter would justify that the company should be wound up on the ground that it is "just and equitable". 34.1. The word "oppressive" would include, in its widest sense, an action, which is "burdensome, harsh and wrongful" and therefore, while, applying this measure to the facts of a particular case, the Court, is required to look at "business realities", and not be constrained by technicalities, or, a "narrow legalistic view", while adjudging, whether or not a given action falls within the ambit and scope of the expression "just and equitable". The Supreme Court in Needle Industries (India) Limited and Others Vs. Needle Industries Newey ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Industries (India) Limited case (cited supra), are also required to be noted. The Supreme Court, in nutshell, held that the fact that a company is prosperous and/or makes substantial profits, is not an obstacle to it being wound up, if, it is otherwise, just and equitable to do so. 34.4. This apart, the Supreme Court observed in the very same case that there may be situations, where, a resolution passed against a Director, which may be, otherwise, perfectly, legal, may yet be oppressive. Similarly, it went on to observe that the converse may also be triggered, which is, that a resolution, which is, in contravention of the law could be in the interest of the shareholders and the company. 34.5. This principle was refined, by the Court, with the following observations made in paragraph 54 of the very same judgement : "54....... The person complaining of oppression must show that he has been constrained to submit to a conduct which lacks in probity, conduct which is unfair to him and which causes prejudice to him in the exercise of his legal and proprietary rights as shareholder....." 34.6. Applying the principle adumbrated in the judgement, it cannot be said that in the given ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssion, in my view, will, thus, have to be examined, bearing in mind the totality of circumstances obtaining in a case, without being unduly burdened by the fact that it is a family company, or a private limited company, or even a public limited company. For grant of relief, qua oppression, the principles of quasi partnership are applicable, even to a public limited company. This is clearly borne out from the following observations made in paragraph 238 of the judgment of the Supreme Court in Sangramsinh P.Gaekwad and Others V. Shantadevi P.Gaekwad, MANU/SC/0052/2005 : "238. It is now well-known that principles of quasipartnership is not foreign to the concept of Companies Act. For the purpose of grant of relief the principles of partnership had been applied even in a public limited company. (See Loch and Another Vs. John Blackwood Ltd., 1924 AC 783, Ebrahimi V. Westbourne Galleries Ltd., and Ors., 1972(2) All ER 492." 35. Since, I have come to the conclusion that oppression is made out qua the appellant, the judgment cited by Mr.Venkatavaradan, in the matter of : Incable Net (Andhra) Limited and Others, V. AP Aksh Broadband Limited and Others, 2010 (6) SCC 719, would not be app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated above, the captioned appeal is allowed. 39. While, the appeal has been allowed, the question, which, to my mind, still remains to be answered is, as to whether the contesting parties ought to be forced to continue as part of DPPL, by a judicial fiat, albeit, against their will. 39.1. At the moment, the respondents 2 to 10, represent one group, while, the appellant represents the other group. The fact that the appellant has succeeded in the appeal, would be, in the long run, quite clearly, be a pyrrhic victory, as the respondents, would, perhaps, learn the lessons of this litigation and would tackle the very same issue in a manner, which would, perhaps, be closer and in line with the formalistic requirements of law. 39.2. Clearly, my sense of the matter is that, the contesting parties cannot remain together, in what appears to be an unhappy marriage. Therefore, in the larger interest of the contesting parties, I am inclined to direct the Chennai Bench of the National Company Law Tribunal (in short "NCLT"), to value shareholding interest of the appellant in a manner known to law and provide him an exit route from DPPL. 39.3. I may only indicate that this is a methodology, wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .6. It is relevant to note that the nature of jurisdiction, which stood vested upon the High Court under Section 66 of the Income Tax, 1922, is different from the jurisdiction, which is conferred on the CLB under Sections 402 of the 1956 Act. In the given case, the failure to exercise such jurisdiction may give rise to a question of law under Section 10F. That the power of CLB under Section 402 of the 1956 Act is of the widest amplitude, is statutorily exemplified by clause (g) of the very same provision. Clause (g) of Section 402 brings within its sway, all other matters, qua which it is just and equitable for CLB to make a provision. 39.7. As indicated above, the Supreme Court in Needle Industries (India) Limited case (cited supra), adopted, precisely, the same approach. According to me, the ratio laid down in S.S.Navigation Company Ltd. case, is not applicable to actions filed under Sections 397 and 398 of the 1956 Act. 39.8. Accordingly, the matter is remanded to the NCLT, as against CLB, as the latter is no longer in existence. (see the observations contained in the judgment of the Division Bench of the Kerala High Court in Ayoli Abdulla V. Meezan Realtors Pvt. Ltd., MANU/KE ..... X X X X Extracts X X X X X X X X Extracts X X X X
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