TMI Blog2003 (7) TMI 587X X X X Extracts X X X X X X X X Extracts X X X X ..... ed person can obtain extension of time for filing the appeal for a further period not exceeding sixty days provided that he has been prevented by sufficient cause from filing the appeal within the said period of sixty days. Mr. Sarkar argues that the appellant got the certified copy of the order of the Company Law Board on November 27, 1998 and as such the present appeal, which has been presented on May 14, 1999, has been filed out of time. Mr. Sarkar submits that the appellant failed to show sufficient cause for the late filing of the appeal. 3. Mr. Utpal Bose, learned advocate for the appellant, in reply, argues that the hearing of the case before the Company Law Board was concluded on August 25, 1998 and the Company Law Board reserved its judgment. As the appellant did not hear from the Company Law Board till third week of February 1999, the appellant sent a letter dated February 22, 1999 to the Bench Officer of the Eastern Region Bench of the Company Law Board. The said Bench Officer by a letter dated February 23, 1999 informed the learned advocate for the appellant that the case was disposed of by judgment and order dated November 25, 1998 and a copy of the said judgment a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... known as Lodha Services Private Limited (hereinafter referred to as Bhagwati ) for a loan of Rs. 38,83,000 (Rupees thirty eight lakh eighty three thousand) only for purchasing 3530 (three thousand five hundred thirty) equity shares in the Peerless General Finance and Investment Company Limited (hereinafter referred to as Peerless ). 6. On July 25, 1986 Bhagwati advanced Rs. 38,83,000 (Rupees thirty eight lakh eighty three thousand) only as loan to Tuhin. 7. On November 10, 1986 Bhagwati and Tuhin entered into a formal agreement in respect of the said loan and Tuhin assured to repay the loan on or before December 31, 1991. 8. On October 30, 1987 Tuhin agreed to transfer the said 3530 (three thousand five hundred thirty) shares of Peerless to Bhagwati by way of repayment of the aforesaid loan. Consequently, Tuhin handed over the shares scrips as also transfer deeds for doing the needful by Bhagwati. It was stated by Tuhin in his letter dated October 30, 1987 that Bhagwati would be entitled to all the benefits, that is, the dividends, bonus shares etc., accrued in respect of the said shares. 9. On December 28, 1987 Bhagwati wrote a letter to Tuhin contending that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Peerless. It is therefore represented by TKG that as a Registered holder of the said shares he has not created any charge, encumbrances nor pledged, sold or entered into any agreement for transfer of rights of the original shares, first bonus shares and second bonus shares or any part or portion thereof in favour of any other person or persons. If however BDPL has created any charge or pledge, attachment, lien or dealt with or encumbered the original shares in any way TKG shall not be liable or held responsible for the same". "2.1 Notwithstanding anything contained anywhere in this document, it is agreed that TKG shall be entitled to retail as absolute owner the dividend on the entire shares up to the accounting year 1989-90 amounting to Rs. 8,64,850 (Rupees eight lakh sixty-four thousand eight hundred fifty only) (including the benefit of the TDS deducted) as part of consideration for the settlement and which has been received and encashed by him save and except a sum of Rs. 28,522.40 p. (Rupees twenty-eight thousand five hundred twenty-two and paise forty only) which has been made over by TKG to BPL. Save as aforesaid, TKG shall not be entitled to any other claim on account of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 1956 before the Company Law Board, Eastern Region Bench. 19. By the order impugned dated August 25, 1998 the Company Law Board dismissed the petition holding, inter alia , that the transfer of the shares in favour of Bhagwati was against the provision of the Securities Contracts (Regulation) Act, 1956 relating to spot delivery contract and as such was illegal in terms of sections 13 and 16 of the said Act. Therefore, Peerless was within its power to refuse registration of transfer. 20. Being aggrieved Bhagwati has come up with this appeal under section 10F of the Companies Act, 1956. 21. Any person aggrieved by an order or decision of the Company Law Board is entitled to maintain an appeal in the High Court under section 10F of the Companies Act, 1956 on any question of law arising out of such order. Therefore, the jurisdiction of the High Court in an appeal arising out of an order passed by Company Law Board is confined to the determination of any question of law arising out of such order. As a consequence thereof a finding of fact recorded by the Company Law Board is final and cannot be reversed by the High Court. 22. The only point that was r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tract since part of the consideration passed on much after the transfer of shares on October 30, 1987. Moreover, the shares transfer forms were all dated November 21, 1994, that is, on the date on which the consideration of Rs. 10,00,000 (Rupees ten lakh) only passed from the Bhagwati to Tuhin. Therefore, the transfer of shares in question was hit by the provisions of the sections 13 and 16 of the Securities Contracts (Regulation) Act, 1956 and, therefore, was illegal, void and a nullity. 25. In view of the language of section 10F of the Companies Act, 1956 appeal lies to the High Court only on a question of a law arising from any decision or order of the Company Law Board. The High Court, therefore, has no jurisdiction to reverse any conclusion of fact except to see if there is material evidence on record to justify such findings and that whether proper legal tests have been correctly applied. Even a finding of fact cannot be reversed if there is possibility of a different conclusion on evidence and, in such circumstances, the findings of fact should be accepted without further enquiry. The Company Law Board has considered all the materials placed before it and, thereafter, ar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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