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2016 (5) TMI 910 - GAUHATI HIGH COURT

2016 (5) TMI 910 - GAUHATI HIGH COURT - TMI - Validity of interim order - CLB had passed the interim order directing the parties to maintain status quo as regards the share holding and composition of the Board of Directors of the company with a further restraint order upon both the rival groups from creating any third party interest over the fixed assets of the company without the leave of the Board - Held that:- In order to succeed in getting a reference of the disputes raised under Section 397 .....

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ent would bind the non-signatory respondent No 10-15. In a case involving such complex questions of law and facts determination of the aforesaid aspect may call for deeper examination of the matter by the CLB. As such, the CLB cannot be found fault with for non-disposal of the C.A.907/2015 on the date of issuing the order dated 27/07/2015.

Coming to the argument made by Mr Banerjee that due to the pendency of the C.A. No 907 /2015, the CLB did not have any jurisdiction to pass the ord .....

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ime. But a perusal of the impugned order also indicates the reasons that have been recorded by the CLB for issuing the said order despite the pendency of the section 8 application. As such, the submission of Mr. Banerjee to the effect that the CLB did not have any jurisdiction to pass the order dated 27/07/2015 pending disposal of the section 8 application is found to be wholly untenable and hence, does not commend acceptance by this court.

Thus the company appeal find under section 1 .....

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achawat, Sr. Advocate., Mr. S. Dutta, Sr. Advocate. Mr. Orijit Chatterjee, Advocate., Mr. S. Mitra, Advocate., Ms. S. Dalmia, Advocate. JUDGEMENT 1. Heard Mr. G.N. Sahewalla, as well as Mr. Ratnanko Banerjee, learned senior counsels appearing for the appellants/ petitioners. Also heard Mr. P. Chatterjee, Mr. S. Dutta and Mr. R. Bachhawat, learned senior counsels representing the respondent Nos. 1 to 15 in the Company Appeal as well as the Revision Petition. None appeared for the remaining respon .....

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he fixed assets of the company without the leave of the Company Law Board ( Here-in- after referred to as CLB). 3. The appeal was admitted by this Court to be heard on the following questions of law :- 1. Whether the learned company law board was justified in the eye of law in passing an interim order without recording any reasons thereof and without recording any findings as regards existence of prima facie case, balance of convenience or question of irreparable loss ? 2. Whether the impugned o .....

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he question of interim relief, thereby exceeding its jurisdiction in the matter. For a better understanding of the lis, it would be essential to briefly record the factual matrix of the case. 5. The appellant No.1 company, namely, M/s Calcom cement India Ltd. ( here-in-after referred to as the company ) was originally incorporated in the year 2004 under the provisions of Companies Act, 1956 with its registered office situated at Anil Plaza -II, ABC, G.S. Road, Guwahati-781005, Assam. The respond .....

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greement was executed by and between the Bawri Group and the appellant No.2, (referred to as the Dalmia Group ) so as to pave the way for the Appellant No. 2 to infuse the desired funds into the company notwithstanding the fact that the management of the company would still remain under the control of the Bawri Group . However, despite the same, the appellant No. 2 company had failed to release the funds as per the terms and conditions of the agreement, as a result of which, the Bawri Group was .....

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brought about in the agreement dated 30/11/2012. By virtue of the aforesaid transactions, the control and management of the company stood transferred to the appellant No. 2. 6. According to the Bawri Group , despite having the necessary expertise in the cement industry and notwithstanding the share holders agreement dated 16/01/2012, the appellant No.2 had refused to release the required funds as per the terms of the shareholders agreement and on the contrary, had started indulging in various m .....

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tion 9 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as the Act of 1996), numbered and registered as OMP(I) No. 279/2015 seeking certain interim measures of protection against the appellant No. 2 whereby, the Delhi High Court had passed an order dated 29/08/2015 recording an undertaking given on behalf of the appellant No.2 to the effect that until the next date fixed, there would be no transfer of share holding in the company which are being held in the in the Escrow ac .....

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76% shares in the paid up capital of the company. The Bawri Group , who are in the minority share holding, have made substantial investment in the company. However, after the change of management of the company, the appellant No. 2 has been conducting the affairs of the company in violation of the Articles of Association, thereby indulging in activities causing loss and injury to the interest of the company and its share holders. The gist of the allegation made in the company petition is that t .....

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that there has been no rights offers made to the existing share holders of the company in terms of Article 15(iii)(a) and (b). The respondent Nos. 1 to 15 have also alleged that at the instance of the appellant No.2, 52% of the clinker were being purchased from the groups connected with appellant No. 2 at gross over value causing loss to the company. Not only that, loans were being taken from the respondent No. 33 (Adhunik cement Ltd), a wholly owned subsidiary of the appellant No. 2, at an obje .....

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t of the company. The respondent Nos. 1 to 15 have, therefore, alleged that the acts of the appellants are harsh, burdensome and oppressive to the respondent Nos. 1 to 15 and is highly prejudicial to the interest of the company and its share holders. The aforesaid respondents have also stated in the company petition that on account of such illegalities indulged in by the appellant No 2, the said petitioners have lost faith and confidence on the appellants and have several reasons to believe that .....

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ments dated 16-01-2012 and 30-11-2012 respectively, thereby requesting the learned CLB to refer the matter for arbitration. The appellant Nos. 1 and 2 had contended in the said application that the controversy projected in the company petition are essentially founded on the alleged breach of the terms and conditions of the share holders agreement dated 16/01/2012 and hence, the same would squarely fall within the purview of the arbitration clause contained therein. That apart, since the responde .....

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s of the company with a further restraint order upon both the rival groups from creating any third party interest over the fixed assets of the company without the leave of the Board. By the order dated 27/07/2015, the appellant Nos. 1 and 2 were allowed three weeks time to file reply affidavit. The respondent Nos. 1 to 15 (i.e. the company petitioners) were also allowed two weeks time to file their reply to the CA No. 907/2015. The matter was posted for hearing on 04/09/2015. 10. It appears from .....

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urt challenging the legality and validity of the aforesaid order dated 27/07/2015. 11. Civil Revision Petition bearing No. CRP 409/2015 has been filed by the appellants as petitioners invoking the jurisdiction of this Court under Article 227 of the Constitution of India assailing the said order dated 27/07/2015 passed by the learned Company Law Board, primarily on the ground that by issuing the impugned order dated 27/07/2015 without first deciding CA No. 907/2015, the learned Company Law Board .....

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ts that his clients i.e. the Dalmia Group has already invested more than 500 crores in the appellant No. 1 company and as such, being the majority shareholders in the Company, is entitled to manage the affairs of the said company in the manner it chooses. However, in view of the impugned order dated 27/07/2015 passed by the CLB, the right and freedom of his client to manage the company had been severely curtailed. 13. By referring to a decision of the Hon ble Supreme Court rendered in the case o .....

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isions of the Calcutta High Court reported in (2007) 4 CHN 712 (Uniworth Resorts Ltd. Vs. Ashok Mittal & Ors) ; Birla Corporation and others Vs. Rameshwara Jute Mills & Ors (CP No 57/2004) ; Sadbhav Engineering Ltd. Vs. Montecarlo Ltd. reported in (2013) SCC Online Guj 4375, an unreported decision of the Calcutta High Court being order dated 14/09/2015 passed in APO No. 374/2015. 14. Arguing in support of the second question of law, Mr. Banerjee submits that law is well settled that once .....

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6, by the appellant companies. 15. Referring to the decision of the Apex Court in the case of Hindustan Petroleum Corporation Ltd. Vs. Pinkcity Midway Petroleums reported in (2003) 6 SCC 503, Mr. Banerjee has forcefully argued that since the existence of the arbitration agreement is not in dispute, it was mandatory for the learned CLB to take up the said application for disposal first in point of time and thereafter, refer the matter to arbitration leaving all the contentious issues to be decide .....

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147. The learned senior counsel, therefore, submits that the impugned order dated 27/07/2015 having been passed by the learned CLB by ignoring the Section 8 application filed by the appellants, the same is an order without jurisdiction and hence, unsustainable in the eye of law. 16. Resisting the arguments made by and on behalf of the appellants, Mr. P.C. Chatterjee, learned senior counsel appearing for respondent Nos. 1 to 15 has argued that from the text of the order dated 27/07/2015 it would .....

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he objection raised under Section 8 of the Act of 1996 in CA No. 907/2015. Therefore, submits Mr. Chatterjee, the observations recorded in the impugned order are for the limited purpose for passing an ad-interim order only and as such the learned CLB cannot be faulted for not recording elaborate reasons in the said order at the stage of passing an ad-interim order. 17. Mr. Chatterjee further submits that short of recording detailed reasons, the CLB has recorded sufficient reasons in the order 27 .....

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he assets of the company pending fuller consideration of the contentious issues. In any events submits Mr. Chatterjee, in view of the discretionary power vested upon the learned Company Law Board under Section 402 of the Companies Act, the impugned order dated 27/07/2015 cannot be treated as null and void merely because the same does not record elaborate reasons, if this Court is otherwise satisfied that the order was called for in the facts and circumstances of the case. In support of his afore .....

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and others Vs. Amal Kr. and others in Company Petition No. 1163/2010. 18. Referring to the averments made in the Company petition, Mr. Chatterjee further contends that the allegations of oppression and mismanagement made in the company petition are on account of violation of the Articles of Association of the Company and the other misdeeds on the part of the appellant No 2 which do not strictly fall within the domain of the share holders agreement. The power and jurisdiction to entertain a peti .....

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e of Booz Allen and Hamilton Inc Vs. SBI Home Finance Ltd. & Ors reported in AIR 2001 SC 2007 ; Claude-Lila Parulekar (Smt) Vs. Sakal Papers (P) Ltd. & others reported n (2005) 11 SCC 73 as well as another decision of the Bombay High Court in the case of Rakesh Malhotra Vs. Rajinder Kumar Malhotra reported in (2014) SCC Online Bom 1146. 19. Defending the observations made by the CLB in the impugned order dated 27/07/2015 to the effect that respondent Nos. 10 to 15 not being parties to th .....

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on only if all the parties are signatory to the arbitration agreement and the entire dispute is covered under the arbitration agreement. Contending that the respondent No 10 to 15 are not party to the agreement and have a common grievance of misuse of the companies resources by the appellant no 2, It would not be permissible to refer the disputes to arbitration if all the parties are not signatory to the arbitration agreement nor is it permissible to bifurcate the cause of action. In support of .....

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the case of Needle Industries (India) Ltd and others Vs. Needle Industries Newey (India) Holding Ltd. and others reported in (1981) 3 SCC 333 as well as the decision of the Madras High Court in the case of Sporting Passtime India Ltd. vs. Kasthuri & Sons Limited reported in 2006 (4) CTC 377 to contend that since the jurisdiction to adjudicate a petition of oppression and mismanagement is conferred upon the CLB under the provisions of Sections 397, 398, 402 and 403 of the Act, the Arbitrator .....

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ny Law Board has wide powers to grant relief under section 397/ 398 of the Companies Act. However, none of the authorities relied upon by the learned counsel for the respondent throw any light on the core question involved in these proceedings as to whether the jurisdiction of the Company law Board would be ousted upon filing of the application under section 8 of the Arbitration and Concilliation Act, 1996. Mr. Banerjee has , however, argued that the submissions advanced by the Bawri Group are p .....

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aforesaid decision is distinguishable on facts and the same does not lay down any proposition of law of universal application. 22.The learned senior counsel has further made an attempt to distinguish the decisions relied upon by the respondents in the case Booz Allen and Hamilton Inc (Supra) and Sukanya Holdings Pvt Ltd (supra ) by contending that disputes under section 397/398 are not included in the list of non-arbitrable disputes laid down by the Apex Court . Since the issue herein is as to .....

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both the parties and have perused the materials available on record. 24. Coming to the first question of law framed by this Court , it would be apposite to refer to the observations made by the learned Company Law Board in paragraph 5.1 of the order disclosing the reasons for passing the impugned order dated 27/07/2015, which is quoted below :- 5.1. In the Company Petition, the allegations have been levelled as to the violation of certain Articles contained in the Articles of Association and mis .....

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s context, it is pertinent to observe that the Petitioner Nos. 10 to 15 in the present Company Petition are not the signatories to the aforesaid agreements and also, in the arbitration proceeding. Moreover, the issue/allegations relating to non-adherence to certain Articles of the Articles of Associations and acts of mismanagement cannot be adjudicated by the Arbitrator and hence, several prayers made in the present Company Petition cannot be considered/allowed in the arbitration proceedings. On .....

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nd mismanagement despite the pending proceedings under Section 9 of the Arbitration and Conciliation Act, 1996. Therefore, in the interest of justice, I hereby direct the Respondents to maintain status quo as to the shareholding and composition of the Board of Directors of the Respondent No.1 company. In addition, both the rival groups are also directed not to create further third party interest over the fixed assets of the Respondent No. 1 Company without the leave of this Bench. The petitioner .....

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ions of the Articles of Association and would constitute acts of oppression and mismanagement, which cannot be adjudicated by the arbitrator. It has also been observed that the power to deal with oppression and mismanagement under Section 397, 398 and 402 of the Companies Act cannot be exercised by the Arbitrator and that the respondent No. 10 to 15 herein not being signatories to the arbitration agreement, the disputes could not be referred to arbitration. By referring to the allegations levele .....

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at the impugned order does not disclose any reason. 26. Sections 397 and 398 of the Companies Act, 1956 provides a complete code conferring jurisdiction upon the CLB to grant reliefs in cases of oppression and mismanagement. Section 402 of the Act of 1956, lays down the powers that can be exercised by the CLB inter-alia regulating the affairs of the company in future and such powers are without prejudice to the generality of the powers of the Board under sections 397 or 398. 27. Further, section .....

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98, the CLB would have wide discretionary powers to pass interim orders so as to regulate the affairs of the company. The only condition imposed by section 403 is that the interim order to be passed in exercise of such power must be just and equitable. Whether an order passed under section 403 is just and equitable would depend on the facts and circumstances of each case. 28. As has been alluded here-in-before, while issuing the order dated 27/07/201, the learned CLB has not only recorded its sa .....

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value of the company. Any act on the part of the majority shareholders which is harsh , burdensome or wrongful can be said to be oppressive to the interest of the minority share holders. 29. There can be no quarrel with the proposition advanced by Mr. Banerjee that a judicial order bereft of any reason would be per se illegal. However, as has been indicated hereinbefore, this is not a case where the learned CLB has passed the order dated 27/07/2015 without recording any reason nor can it be sai .....

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under 403 of the Act. On an appreciation of the pleaded case of the complainant supported by materials on record once the CLB had arrived at a prima facie satisfaction as regards existence of a bonafide case it would be well within its jurisdiction and competence to pass such interim orders regulating the affairs of the company as may be deemed to be just and equitable. Having regard to the scheme of the Act visible from sections 397, 398, 402 and 403 of the Act of 1956, as long as the condition .....

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der dated 09/12/2015 passed by the learned CLB after hearing both the parties, inter-alia directing the parties to hold the Board meetings by complying with provisions of the Articles of Association bearing in mind the interim directions/ reliefs allowed by the order dated 27/07/2015. It appears from the record that during hearing of the C.A. No 1863/ 2015, the appellants have neither mentioned about any difficulty faced by them before the learned CLB arising out of order dated 27/07/2015 nor ha .....

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the order dated 27/07/2015. 31. From the materials on record it further appears that the appellants themselves delayed the hearing of the C.A. 907 /2015 pending before the CLB. In view of the above, the arguments advanced by Mr. Banerjee contending that the order dated 27/07/2015 passed by the CLB being devoid of any reason is liable to declared as a nullity does not merit acceptance by this court. 32. Before attempting an answer to the next question of law, it would be pertinent to mention her .....

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ion as to whether the disputes involved in the C.P.143/2015 requires to be referred to arbitration or not. Hence, this Court would not be called upon at this stage to pass an order on the merit of the said application. In view of such candid submission made by the learned counsels for both the parties it would ordinarily not have been necessary for this Court to go into the second question of law at all. However, since the learned counsel for both the parties have advanced elaborate arguments ad .....

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o. 143/2015 alleging oppression and mismanagement, are matters exclusively falling within the domain of the CLB for an appropriate enquiry under Section 397, 398 read with Section 402 and 403 of the Companies Act, 1956 and the arbitrator would not be competent to entertain such dispute nor would he have the power to grant any of the reliefs envisaged under section 397/398 of the Companies Act, 1956. It is also the case of the respondents that the respondent Nos. 10 to 15 not being the signatory .....

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34. Section 8 of the Act of 1996 deals with the power to refer parties to arbitration where there is an arbitration agreement. Section 8 inter-alia provides that a judicial authority before which an action is brought in a matter which is the subject of an arbitration agreement shall, shall, if a party so applies not later than submitting his first statement on the substance of the dispute, refer the parties to arbitration. Subsection (2) of section 8 of the Act of 1996 further provides that the .....

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lication under section 8 is filed by any party, would it ipse jure amount to ouster of jurisdiction of the concerned court or the judicial authority debarring it from passing any order in the main proceeding ? 35. In the case of case of Agri Gold Exims Ltd. v Sri Lakshmi Knits & Wovens, (2007)3 SCC 686 the Hon ble Supreme Court has held that section 8 of the Act of 1996 is preemptory in nature. In a case where there is an arbitration agreement, the court is under an obligation to refer the p .....

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an action is pending has no option but to refer the matter to arbitration subject to fulfillment of the pre-conditions. Whether the pre-conditions are satisfied or not would depend on the facts of each court and the judicial authority will be required to arrive at a satisfaction in respect thereof on the basis of a proper enquiry in the matter. While making such enquiry the authority before whom the application is pending will have to determine as to whether, the disputes are covered under the a .....

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t the bifurcation of a subject matter of the proceeding in such cases is also not allowed. In the aforesaid decision, the Hon ble Apex Court has observed as follows :- 15. The relevant language used in Section 8 is "in a matter which is the subject matter of an arbitration agreement", Court is required to refer the parties to arbitration. Therefore, the suit should be in respect of 'a matter' which the parties have agreed to refer and which comes within the ambit of arbitration .....

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rbitration, whether such a course is possible under Section 8 of the Act? In our view, it would be difficult to give an interpretation to Section 8 under which bifurcation of the cause of action that is to say the subject matter of the suit or in some cases bifurcation of the suit between parties who are parties to the arbitration agreement and others is possible. This would be laying down a totally new procedure not contemplated under the Act. If bifurcation of the subject matter of a suit was .....

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the cost of litigation would be frustrated by such procedure. It would also increase the cost of litigation and harassment to the parties and on occasions there is possibility of conflicting judgments and orders by two different forums. 37. In the case of Chloro Controls India Private Ltd. Vs. Seven Trent Water Purification Inc and others reported in (2013) 1 SCC 641, the Apex Court had the occasion to deal with a similar issue but in the domain of Section 45 of the Act of 1996 whereby a submiss .....

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nging civil action involving multifarious causes of action, parties and prayers. While dealing with the rights and obligations of non-signatory parties the apex court had further observed in the above case as follow:- 72 This evolves the principle that a non-signatory party could be subjected to arbitration provided these transactions were with the group of companies and there was a clear intention of the parties to bind both, the signatory as well as the non-signatory parties. In other words, i .....

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heir exists an arbitration agreement but he must in addition establish before the learned CLB that the petition is malafide, vexatious and dressed up and cannot be permitted to succeed. I am in respectful agreement with the views expressed by the learned Single Judge of the Bombay High Court in the aforesaid decision. 39. As has been indicated hereinabove the law laid down in the case of Sukanya Holdings Pvt. Ltd. (Supra) still holds the field. Therefore, in order to succeed in getting a referen .....

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ellants to show that the arbitration agreement would bind the non-signatory respondent No 10-15. In a case involving such complex questions of law and facts determination of the aforesaid aspect may call for deeper examination of the matter by the CLB. As such, the CLB cannot be found fault with for non-disposal of the C.A.907/2015 on the date of issuing the order dated 27/07/2015. 40. Coming to the argument made by Mr Banerjee that due to the pendency of the C.A. No 907 /2015, the CLB did not h .....

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96 at the earliest point of time. But a perusal of the impugned order also indicates the reasons that have been recorded by the CLB for issuing the said order despite the pendency of the section 8 application. As such, the submission of Mr. Banerjee to the effect that the CLB did not have any jurisdiction to pass the order dated 27/07/2015 pending disposal of the section 8 application is found to be wholly untenable and hence, does not commend acceptance by this court. 42. The decision in the ca .....

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