Preliminary issues in company petitions are limited to pure questions of law; factual maintainability objections go with the main petition.

Order 14, Rule 2 of the Code of Civil Procedure applies to company petitions under sections 397 and 398 of the Companies Act, 1956, because civil procedure extends to company proceedings so far as applicable and the rule promotes complete adjudication. Preliminary trial is confined to pure questions of law involving jurisdiction or a statutory bar. Objections to maintainability, including section 399 eligibility, could not be tried separately where they depended on disputed facts such as shareholding and consent, and had to be decided with the main petition.

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Issues: (i) Whether Order 14, Rule 2 of the Code of Civil Procedure, 1908 applies to a company petition under sections 397 and 398 of the Companies Act, 1956. (ii) Whether the objections regarding maintainability of the petition, including the requirements of section 399, could be tried as preliminary issues.

Issue (i): Whether Order 14, Rule 2 of the Code of Civil Procedure, 1908 applies to a company petition under sections 397 and 398 of the Companies Act, 1956.

Analysis: Section 141 of the Code and Rule 6 of the Companies (Court) Rules, 1959 extend civil procedure to company proceedings as far as applicable. The relief under sections 397 and 398 is special, but the procedural rule against piecemeal trial does not stultify that jurisdiction. Order 14, Rule 2, after amendment, requires disposal on all issues and permits preliminary trial only where the issue is a pure question of law relating to jurisdiction or a statutory bar. That rule was held to be consistent with company proceedings and conducive to an effective and complete adjudication.

Conclusion: Order 14, Rule 2 applies to company petitions under sections 397 and 398 of the Companies Act, 1956.

Issue (ii): Whether the objections regarding maintainability of the petition, including the requirements of section 399, could be tried as preliminary issues.

Analysis: The objections raised depended on disputed facts, including the extent of shareholding and the validity of consent, and therefore were not pure issues of law. They did not fall within the limited exceptions permitting preliminary trial under Order 14, Rule 2. The alleged non-maintainability under section 399 could be examined only with the merits of the main petition and not in isolation.

Conclusion: The suggested objections could not be tried as preliminary issues.

Final Conclusion: The application for dismissal of the company petition at the threshold was not maintainable, and the maintainability objections were left to be decided with the main petition.

Ratio Decidendi: In company proceedings under sections 397 and 398, preliminary issues may be tried only when they are pure questions of law going to jurisdiction or a statutory bar; mixed questions of law and fact must be decided with the main petition.

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