TMI Blog1993 (10) TMI 230X X X X Extracts X X X X X X X X Extracts X X X X ..... Delhi High Court merely because the order was made by the Company Law Board at Delhi. This appeal is allowed and the impugned order made by the Delhi High Court is set aside resulting in acceptance of the preliminary objection raised by the appellants in the Delhi High Court. - 5267 OF 1993 - - - Dated:- 5-10-1993 - J. S. VERMA AND N. P. SINGH, JJ. Dr. F.S. Narinan, Soli.J Sorabjee, Arun Jaitley, Dushyant Dave, Ms. Bina Gupta, Ms. Moniha Mohil and S.C. Sharma for the Appellant . Shanti Bhushan, A K. Sen, A K. Ayganvala, Anup Bose, Asod Alvi and Balraj Dewan for the Respondent . JUDGMENT Verma, J. Leave granted. The main question for decision in this appeal is the meaning of the expression "the High Court" in section 10F of the Companies Act, 1956, which has been inserted in the principal Act by the Companies (Amendment) Act, 1988, with effect from May 31, 1991. The controversy is whether the High Court to which the appeal lies under section 10F from an order of the Company Law Board is the High Court having jurisdiction in relation to the place at which the registered office of the company is situate or it is the High Court having jurisdiction in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 10F since section 10 relates to the original jurisdiction and not to the forum of appeal provided by section 10F. On behalf of the respondents, it was contended that the transfer of original jurisdiction from the High Courts to the Company Law Board in certain matters resulting in conferment of jurisdiction in such matters only on the Company Law Board instead of several High Courts is indicative of the scheme that the appeal under section 10F from an order of the Company Law Board must also lie only to the centralised forum, namely, the High Court having jurisdiction over the Company Law Board at the place of its location where the order under appeal is made. Shri Shanti Bhushan also placed reliance on clause 11 of the Letters Patent of the Lahore High Court which by the historical process continues to be applicable to the Delhi High Court as a further argument to support this submission and to contend that the appeal in the present case lies to the Delhi High Court since the order was made by the Company Law Board at Delhi. In view of the significance of this question which is bound to arise in several cases hereafter and the fact that no clear indication is found in section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ily, substitution of a new forum for the existing forum of appeal should not be readily inferred in the absence of a clear provision to that effect or at least any incongruity resulting from that view. There does not appear to be any incongruity in the view that the forum of appeal remains unaltered even though the forum of original jurisdiction is now centralised by transfer of the same from the different High Courts to the Company Law Board alone. It is now to be seen whether this impression on first principles is negatived by the relevant statutory provisions. It is also significant that neither section 10E nor section 10F indicates any territorial nexus by providing the location of the Company Law Board, or otherwise. In construing the meaning of the expression "the High Court" in section 10F, it was urged by learned counsel for the respondents, that section 10(1) of the Act does not furnish any aid since that relates to the original jurisdiction of the court and not to the appellate jurisdiction contemplated by section 10F. It would be appropriate at this stage to quote the relevant provisions in the Companies Act which are as under: "2. Definitions. In this Act, unless ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed on it by the Central Government, by notification in the Official Gazette under the provisions of this Act or that other law. (2) The Company Law Board shall consist of such number of members, not exceeding [nine], as the Central Government deems fit, to be appointed by that Government by notification in the Official Gazette: Provided that the Central Government may, by notification in the Official Gazette, continue the appointment of the chairman or any other member of the Company Law Board functioning as such immediately before the commencement of the Companies (Amendment) Act, 1988, as the chairman or any other member of the Company Law Board, after such commencement for such period not exceeding three years as may be specified in the notification. (2A) The members of the Company Law Board shall possess such qualifications and experience as may be prescribed. (3) One of the members shall be appointed by the Central Government to be the chairman of the Company Law Board. (4) No act done by the Company Law Board shall be called in question on the ground only of any defect in the constitution of, or the existence of any vacancy in, the Company Law Board. (4A) [Omitted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... further period not exceeding sixty days". "483. Appeals from orders.‑ Appeals from any order made, or decision given, in the matter of the winding up of a company by the court shall lie to the same court to which, in the same manner in which, and subject to the same conditions under which, appeals lie from any order or decision of the court in cases within its ordinary jurisdiction". There can be no doubt that in case the forum of appeal was indicated in section 10F by use of the expression "the court" instead of "the High Court" then by virtue of the definition of the expression "the court" in section 2(11), the concerned court would have to be determined as provided in section 10 but there may have been some ambiguity whether that expression means "the High Court" or "the District Court" mentioned in clause ( a ) or clause ( b ) of sub-section (1) of section 10. This ambiguity is removed by use of the expression "the High Court" in section 10F which unmistakably points to clause ( a ) of sub-section (1) of section 10 and this appears to be the reason for the use of the expression "the High Court" instead of "the court" in section 10F. There is nothing in any of these ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation of the particular High Court has to be found in the existing provisions of the enactment and not by inference from any outside provision or any subsequent act of the Company Law Board or any other authority. It further lends assurance to the view that it excludes the possibility of any ambiguity in the expression and refers to a particular High Court envisaged by other provisions of the Act. The provision in section 10E for the Company Law Board to have more than one Bench and the Company Law Board Regulations, 1991, framed under section 10E(6) of the Act providing for sitting of the Bench at different places in the country does not give any clue to the construction of the expression "the High Court" in section 10F. On behalf of the respondents it was urged that all appeals under section 10F would lie to the Delhi High Court where the Principal Bench of the Company Law Board ordinarily sits but if the order under appeal is made at any other place in the country where the Bench sits, then the High Court having jurisdiction over that place can entertain the appeal. In our opinion, this is too nebulous a concept for deciding the question of jurisdiction and determination of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the High Court to the Company Law Board resulting in inapplicability of the Letters Patent. It is also noteworthy that the jurisdiction of the High Court under article 226, if it be exercisable in respect of an order made by the Company Law Board, would be determined by the place where the cause of action, or any part of it arises and the Delhi High Court alone would not be the High Court for that purpose. The High Court, within whose jurisdiction the registered office of the company concerned lies giving rise to at least a part of the cause of action, would be entitled to exercise the writ jurisdiction under article 226 of the Constitution. It is a different matter that the existence of the efficacious remedy of statutory appeal under section 10F would justify refusal of interference under article 226. Parliament could not have been unaware of this situation. This being so, it is difficult to accept that even though the High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situate may be entitled to entertain a writ petition against an order made by the Company Law Board, it would have no jurisdiction to entertain the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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