Company Law Board appeals and execution of a final exit scheme were upheld despite transfer and jurisdiction objections.

Appeals filed under Section 10F against Company Law Board orders passed before the Companies Act, 2013 transfer regime remained maintainable before the High Court under Section 434(1)(b), and were not required to be transferred under Section 434(1)(c). The execution orders were upheld because they merely enforced a final exit scheme under Sections 397, 398 and 402 of the Companies Act, 1956; the Company Law Board could execute its own order under Section 634A, the functus officio objection failed, Section 22(1) of the Sick Industrial Companies Act did not bar enforcement on the facts, and Order XXI CPC was not applicable in the manner urged.

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Issues: (i) Whether the appeals against orders of the Company Law Board were maintainable before the High Court after the Companies Act, 2013 regime and the notification of the transfer provisions. (ii) Whether the execution orders passed by the Company Law Board were without jurisdiction, barred by Section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, contrary to Order XXI of the Code of Civil Procedure, 1908, or beyond the scope of the original and appellate orders.

Issue (i): Whether the appeals against orders of the Company Law Board were maintainable before the High Court after the Companies Act, 2013 regime and the notification of the transfer provisions.

Analysis: The appeals were filed under Section 10F of the Companies Act, 1956 against orders of the Company Law Board passed before the transfer regime took effect. The governing appellate provision was Section 434(1)(b) of the Companies Act, 2013, which preserves an appeal to the High Court on a question of law from decisions of the Company Law Board made before the relevant date. The transfer clause in Section 434(1)(c) was held not to apply to such appeals. The pending appeals were therefore not liable to be transferred to the Tribunal.

Conclusion: The appeals were maintainable before the High Court.

Issue (ii): Whether the execution orders passed by the Company Law Board were without jurisdiction, barred by Section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, contrary to Order XXI of the Code of Civil Procedure, 1908, or beyond the scope of the original and appellate orders.

Analysis: The execution proceedings merely enforced the settled exit scheme framed under Sections 397, 398 and 402 of the Companies Act, 1956 and were consistent with the later appellate clarification. The Company Law Board's power under Section 634A of the Companies Act, 1956 enabled it to execute its own order, and the objection based on functus officio was rejected because the execution order did not alter the substance of the decree. Section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 did not grant an absolute bar against enforcement, especially where the plea was raised belatedly and the proceedings had already attained finality. The Court also held that Order XXI of the Code of Civil Procedure, 1908 did not govern the execution mechanism before the Company Law Board in the manner suggested by the appellants. The proportionality objection also failed because the conveyance of land formed part of the agreed exit arrangement and not a simple money decree.

Conclusion: The execution orders were valid and within jurisdiction.

Final Conclusion: The appeals disclosed no question of law warranting interference, and the execution of the exit scheme was upheld as a lawful enforcement of the earlier company orders.

Ratio Decidendi: An execution order that faithfully implements a final company-law exit scheme, without altering its substance, is within the executing authority's power and cannot be struck down as functus officio, nullity, or for non-application of general civil-procedure execution rules; a belated statutory-stay plea will not defeat enforcement once the underlying directions have attained finality.

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