Contract interpretation over plant transfer and possession upheld CLB powers, with no transfer of Plant No. 2 shown.

Contractual interpretation of the business transfer and supplementary agreements showed no transfer of Plant No. 2 to the appellant, because the defined business assets covered Plant No. 1 only and Plant No. 2 was separately treated as the site for toll manufacturing/job work. The ancillary documents, including secondment, job work and equipment lease arrangements, supported the conclusion that possession and day-to-day control of Plant No. 2 remained with the respondent company. On the evidence, the appellant failed to establish any right over Plant No. 2, while the Company Law Board's order directing handover of charge and granting protection to the respondent was within jurisdiction and not vitiated by natural justice concerns.

---

---

Issues: Whether the appellant established that Plant No. 2 of the company stood transferred to it or was otherwise in its possession and control under the business transfer and supplementary agreements, and whether the Company Law Board's order directing handover of charge and granting protection to the respondent company was without jurisdiction, violative of natural justice, or otherwise liable to be set aside.

Analysis: The contractual documents were read as they stood. The defined "Business Assets" included Plant No. 1, but Plant No. 2 was not included. Instead, the agreement specifically dealt with Plant No. 2 by requiring toll manufacturing/job work at that plant. The supplementary and ancillary agreements reinforced that arrangement: the secondment terms placed day-to-day supervision and control over the deputed employees with the respondent company, the job work arrangement described manufacturing at the respondent company's premises, and the equipment lease terms did not establish transfer of possession of Plant No. 2 to the appellant. On the evidence, the appellant failed to show any provision transferring Plant No. 2 or its possession and control to it. The appellant's own conduct, the contradictory affidavits, the prior protective orders in the company proceedings, and the financing of related litigation by the appellant supported the conclusion that the present claim lacked bona fides. The impugned order was within the Company Law Board's powers under the Companies Act, 1956 and, on the facts, did not offend natural justice.

Conclusion: The appellant failed to establish any right to Plant No. 2 or any infirmity in the order under challenge; the appeal was liable to be dismissed and the respondent's position was upheld.

---