TaxTMI 
TaxTMI 
2017 (4) TMI 575
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....ses a preliminary objection about maintainability of this company application on various grounds. This Court has accordingly heard the learned counsel for the parties only on the issue of maintainability of this company application raised by the respondent no.3. Some of the relevant facts for the purpose of deciding the issue of maintainability of this petition raised by the respondent no.3 are as under :- 3. By orders dated 24th October 1991 and 28th November 1991, this Court sanctioned the scheme of compromise and/or arrangement under Section 391 of the Companies Act, 1956 between the respondent no.2- company and its depositors. 4. It is the case of the applicants that the objective of the said scheme was to pay off the depositors of the respondent no.2 by selling off the assets of the respondent no.2 described in paragraph 2 of the affidavit-in-support of the company application including the 6050 sq.yards of land (being 4840 sq. yards in Khasra No.669 and 1210 sq.yards in Khasra No.668) at Village Neb Sarai. 5. The Company Court appointed a Managing Committee comprising of seven members including Ex-Prothonotary and Senior Master of this Court with a direction to take variou....
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.... the Company Court. He submits that the applicant nos.2 to 6 have paid the said consideration directly to the respondent no.1. He submits that the respondent no.3 was the confirming party to the said agreement dated 13th July 2004. 11. It is submitted by the learned counsel for the applicants that the said notice dated 2nd September 2013 issued by the respondent no.1 through its advocate was subsequently withdrawn. It is submitted by the learned counsel that under clause 7 of the agreement to sell dated 2nd January 2004 entered into between the respondent no.1-committee in favour of the respondent no.3, the respondent no.3 was entitled to nominate his nominee for the purpose of execution of the sale deed in respect of the said property or any part thereof. He submits that the respondent no.1-committee submitted various reports before the Company Court from time to time seeking various directions and placing on record various steps taken by the committee in implementation of the scheme sanctioned by this Court. 12. Learned counsel invited my attention to the completion report of the sale of the agricultural land in question submitted by the respondent no.1-committee before this Co....
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.... and also on Section 392 of the Companies Act, 1956 and would submit that under these provisions, the Company Court has an ample power to modify the order passed by the Company Court sanctioning the scheme of arrangement and/or compromise. He submits that any person interested can apply for directions before the Company Court under these provisions for seeking implementation of the said scheme sanctioned by this Court or for any other appropriate directions. 16. In support of this submission, learned counsel for the applicants placed reliance on the judgment of the Delhi High Court in the case of Ram Lal Anand Vs. Bank of Baroda decided on 14th May 1974 in Company Appeal No.17 of 1973 and more particularly paragraph 12 thereof. He also placed reliance on the judgment of the Rajasthan High Court in the case of Mehtab Chand Golcha Vs. Official Liquidator, Golcha Properties (P) Ltd. (in liquidation) decided on 19th October 1979 in S.B.C. Application No.15 of 1979 and more particularly paragraph 13 in support of the submission that the Company Court has an ample power to issue appropriate direction under Section 392 of the Companies Act, 1956 and to supervise the carrying out of the c....
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....submits that in the said order passed by this Court, it is clearly recorded that the respondent no.3 had paid full consideration to the respondent no.1-committee as far back as in November 2006 and thereafter the respondent no.3 had been put in possession of the said land, who in turn had already handed over possession of substantial part of the land to the third parties. 21. A suggestion was given by the parties before this Court to validate the transaction in favour of the respondent no.3 herein and to complete further formalities if the respondent no.3 was willing to pay deficit amount of Rs. 1.25 crore inclusive of interest. The respondent no.3 agreed to pay the said deficit amount to the respondent no.1 within a period of three months from the date of the said order. This Court accordingly ordered that the respondent no.3 shall pay a further sum of Rs. 1.25 crore to the respondent no.1-committee on or before 15th April 2008 and only upon such deposit of the balance amount of consideration, the respondent no.1-committee will proceed to execute the necessary documents in favour of the respondent no.3 to complete the transaction and not otherwise. The respondent no.3 has accordi....
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.... representing him in any forum or Court of law. By the said notice, it was clarified that notice dated 2nd September 2013 issued by M/s.Daksh Law Firm was on behalf of the respondent no.3 and not by the respondent no.1-committee. 25. It is submitted by the learned counsel for the respondent no.3 that functions and powers of the Company Court are prescribed under the provisions of the Companies Act, 1956 and the Companies Act, 2013. He submits that no such reliefs as claimed by the applicants can be granted by the Company Court. He invited my attention to the prayers in the company application and submits that in so far as the prayer clause (a) which is for a declaration that the respondent no.1- committee or any other their constituted attorneys including the respondent no.3 herein are not entitled to disturb the alleged peaceful right, title and possession of the applicant nos.2 to 6 is concerned, the said relief itself is a substantive relief which cannot be granted in this company application in a disposed petition which was filed under Sections 391 to 393 of the Companies Act, 1956. He submits that the applicants seek determination of rival claims of the applicants and the res....
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....ent of Supreme Court in the case of S.K.Gupta & Anr. Vs. K.P. Jain & Anr., reported in (1979) 3 SCC 54 and in particular paragraph 13 thereof. It is submitted that since the company scheme is already implemented and all properties of the respondent no.2-company are already sold and since the applicants are not seeking any modification of the sanctioned scheme in this company application, this Court cannot grant any such declarations as prayed by the applicants which reliefs do not relate to the scheme sanctioned by this Court. He submits that the Company Court in this application can exercise the jurisdiction only if (i) relief relates to the scheme sanctioned by the Company Court; (ii) relief relates to the companies incorporated under the provisions of the Companies Act, 1956; (iii) if the application is made by a party interested in the affairs of the Company or in the scheme of the company; and (iv) if the application is made for the purpose of carrying out the scheme of compromise or arrangement of the company. 28. It is submitted that none of the prayers in the company application do satisfy the aforesaid criteria. It is submitted that the applicants are indirectly seeking t....
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....e respondent no.1 had sold the immovable property in question including several other immovable properties of the respondent no.2. It is not in dispute that the respondent no.3 was one of the bidders for purchase of one of the properties and was successful in the said bid which property was the subject matter of the said proceedings. 32. By an order dated 17th January 2008, this Court clearly recorded that the respondent no.3 had paid full consideration to the respondent no.1-committee as far back as in November 2006 and thereafter the respondent no.3 had been put in possession of the said land. It is not in dispute that the respondent no.3 thereafter paid deficit amount of Rs. 1.25 crore inclusive of interest in respect of the property in question to the respondent no.1. It is the case of the respondent no.3 that the applicants did not agree to pay the deficit amount. 33. It is not in dispute that the respondent no.3 has thereafter terminated the agreement entered into between the applicant nos.2 to 6 and the respondent no.3 to which the respondent no.1 was also a party. It is not in dispute that the applicant nos.2 to 6 have not challenged the said termination notice issued by ....
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.... 86 of the Companies (Court) Rules, 1959 is not attracted. Reliance placed by the learned counsel for the applicants on Rule 86 of the Companies (Court) Rules, 1959 is totally misplaced. In my view, the Companies Act, 1956 being a self-contained code, all the proceedings which can be entertained by the Company Court are specifically prescribed therein. The Company Court cannot entertain any other proceedings which are not prescribed under the provisions of the Companies Act, 1956 or the Companies Act, 2013. This company application inter alia praying for an injunction and for taking various documents on record is not maintainable and is beyond the jurisdiction of this Court. 37. Kerala High Court in the case of Rajendra Menon Vs.Cochin Stock Exchange Ltd.(supra) has held that only such matters specified in the Companies Act, 1956 or in the Rules can be dealt with by the Company Court. The jurisdiction of ordinary Civil Court can be regarded as impliedly barred in respect of those matters specified in the Act to be dealt with by the Company Court. In my view, the judgment of the Kerala High Court squarely applies to the facts of this case. I am in agreement with the views expressed....
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.... Jain & Anr. (supra) has held that the purpose underlying Section 392 is to provide for effective working of the compromise and/or arrangement once sanctioned and over which the Court must exercise continuous supervision and if over a period there may arise obstacles, difficulties or impediments, to remove them, again, not for any other purpose but for the proper working of the compromise and/or arrangement. It is held that unlike Section 391, Section 392 does not specify that a member or creditor or in the case of a company being wound up, its liquidator, can move the Court under Section 392. On the other hand, the legislature uses the expression 'any person interested in the affairs of the company' which has wider denotation than a member or creditor or liquidator of a company. It is held that the Court can suo motu act to take an action as contemplated under Section 392(1) or it may act on an application of any person interested in the company's affairs order its winding up. 41. Learned counsel for the applicants and the respondent no.3 relied upon different paragraphs of the said judgment of the Supreme Court. In my view, rival claims made by the applicant nos.2 to....
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....attained finality. In my view, the applicants cannot be permitted to seek review of the said order dated 17th January 2008 passed by this Court which has attained finality by seeking such direction as prayed in the company application. The reliefs that cannot be granted directly by the Court cannot be granted indirectly. 44. In so far as the prayer clause (b) in the company application is concerned, some of the documents referred to in the said prayer are unilaterally executed by the applicants or in favour of the applicants by a third party to which the respondent no.3 is not a party or signatory thereto. There is no provision under the Companies Act, 1956 for taking such documents on record in company application in support of the rival claims made by the applicants against the respondent no.3. The said prayer is also thus without jurisdiction and is not maintainable. Admittedly, the applicants were not parties to the scheme sanctioned by this Court. The respondent no.3 has disputed the claim of possession made by the applicants in these proceedings. This Court thus cannot adjudicate upon the claims of the applicants in these proceedings which were for sanction of the scheme of ....