Consent-based company law order not appealable where it merely implements a final decision and settled factual findings

An appeal under section 10F of the Companies Act, 1956 did not lie against a consent-based Company Law Board implementation order that merely gave effect to an earlier final decision. The order was consequential, made with the parties' concurrence, and intended to protect the appellant by requiring payment of consideration before transfer of shares. Because a right of appeal is purely statutory, it could not be enlarged to reopen settled factual findings or the implementation arrangement. The challenge on facts therefore failed, and the appeal was held not maintainable in law.

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Issues: Whether an appeal under section 10F of the Companies Act, 1956 lay against the Company Law Board's consent-based implementation order made in furtherance of an earlier final order, and whether the appellant could challenge the order on facts.

Analysis: The appeal was directed against an order that merely worked out and implemented the earlier CLB decision which had already attained finality and had been acted upon by the parties. The impugned directions were made with the concurrence of the parties and were intended to safeguard the appellant's interest by providing that transfer of shares would take place only on payment of the consideration. Since the order was essentially consensual and consequential, the statutory limits on appeal were material. A right of appeal is a creature of statute and cannot be expanded by the Court. In this context, a consent order is not ordinarily appealable, and the appellate remedy under the Companies Act did not extend to reopening factual findings or the implementation arrangement incorporated in the order.

Conclusion: The appeal was not maintainable on the facts and in law, and the challenge to the order on factual grounds failed. The dismissal was therefore in favour of the respondent.

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