2010 (5) TMI 375 - HC - Companies Law

High Court Upholds Company Law Board Order on Surrender & Interest Payments

Deepak Lohia Versus Kamrup Developers (P.) Ltd.

The High Court upheld the Company Law Board's order requiring the surrender of the company to a specific group, with payments to be made subject to ... Liberty to the parties to approach High Court again in case of any difficulties in implementing the order and reserving its jurisdiction to pass further order Held that:- In the instant case, a liberty, however, was granted to the parties to approach the Company Law Board in case of any difficulties in implementing the orders. Such liberty granted by the Company Law Board by the said order dated December 31, 2001, as noticed above, has not been challenged by the appellant (Lohia group) and, therefore, the direction for payment of principal and interest naturally has to be subject to the further order that may be passed by the Company Law Board. There is no doubt that the direction for payment of principal and interest, subject to the subsequent modification that may be made pursuant to such liberty granted, is executable by the Company Law Board or by any other court under section 634A of the Act. In view of the above, while allowing the appeal being Company Appeal No. 8 of 2004, Company Appeal No. 4 of 2005 stands dismissed. The amount paid by the Agarwal group pursuant to the order dated December 31, 2001, passed by the Company Law Board in C. P. No. 82 of 2000 shall first be appropriated against the interest payable up to August 31, 2002 and the remaining amount shall be appropriated against the principal amount. Issues Involved:1. Finality and enforceability of the Company Law Board's order dated December 31, 2001.2. Appropriation of payments made by the respondents towards interest and principal.3. Authority of the Company Law Board to alter its previous order regarding interest payment.Issue-Wise Detailed Analysis:1. Finality and Enforceability of the Company Law Board's Order:The Company Law Board (CLB) passed an order on December 31, 2001, in C.P. No. 82 of 2000, requiring the Lohia group to surrender the company to the Agarwal group, subject to the payment of the value of shares and return of investments with 20% interest per annum. The order was challenged but upheld by the High Court, making it final and enforceable under section 634A of the Companies Act, 1956. The CLB also granted liberty to the parties to approach it for any difficulties in implementing the order, which was an exercise of its jurisdiction under section 402 of the Act.2. Appropriation of Payments Towards Interest and Principal:The CLB's order did not specify the mode of payment or appropriation of amounts paid by the Agarwal group. The High Court held that, in the absence of specific directions, the payments made should first be applied towards interest and then towards the principal, following the principle laid down by the Supreme Court in Industrial Credit and Development Syndicate v. Smt. Smithaben H. Patel. The High Court set aside the CLB's order dated June 15, 2004, which rejected the appellant's claim for such appropriation.3. Authority to Alter Previous Order Regarding Interest Payment:The CLB, by its order dated July 19, 2005, restricted the payment of interest up to August 31, 2002, citing difficulties faced by the Agarwal group. The High Court upheld this order, noting that the CLB had granted liberty to the parties to approach it in case of difficulties, and this liberty was not challenged by the appellant. The High Court found no fault in the CLB's exercise of its equitable jurisdiction under section 402 of the Act to modify the interest payment terms.Conclusion:The High Court allowed the appeal in Company Appeal No. 8 of 2004, directing that the amount paid by the Agarwal group should first be appropriated against the interest up to August 31, 2002, and the remaining against the principal. The appeal in Company Appeal No. 4 of 2005 was dismissed, affirming the CLB's authority to modify its previous order regarding interest payment. Each party was directed to bear its own costs.