TaxTMI 
TaxTMI 
2018 (9) TMI 337
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....he Companies Act, 1956 (hereinafter referred to as "the 1956 Act"). By the said order, the Single Judge held that from 15th December, 2016, the High Court had lost jurisdiction to hear and dispose of the above proceedings in the High Court and the same stood transferred to the National Company Law Tribunal (hereinafter referred to as 'NCLT'). Factual Background 2. The facts leading to this application and appeal are as follows: - a. The Companies Act, 1956 came into force on April 1st, 1956. b. The Companies (Amendment) Act, 1988 (hereinafter referred to as "Amendment Act, 1988") came into force on May 31, 1991. From this day onwards, several matters including matters relating to mismanagement and oppression (Section 397 to 405 of the 1956 Act) were transferred to the Company Law Board. c. The Amendment Act, 1988 had a provision being Section 68 that retained matters and proceedings that were pending before the High Court prior to coming into force of the Amendment Act, 1988. The relevant section is set out below: "Section 68: (1) Any matter or proceeding which, immediately before the commencement of the Companies (Amendment) Act, 1988 was ....
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....nal and the Tribunal shall dispose of such matters, proceedings or cases in accordance with the provisions of this Act; (b) any person aggrieved by any decision or order of the Company Law Board made before such date may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such order: Provided that the High Court may if it is satisfied that the appellant was prevented by sufficient cause from filing an appeal within the said period, allow it to be filed within a further period not exceeding sixty days; (c) all proceedings under the Companies Act, 1956 (1 of 1956), including proceedings relating to arbitration, compromise, arrangements and reconstruction and winding up of companies, pending immediately before such date before any District Court or High Court, shall stand transferred to the Tribunal and the Tribunal may proceed to deal with such proceedings from the stage before their transfer. (d) any appeal preferred to the Appellate Authority for Industrial and Financial Reconstruction or any reference made or inquiry pendi....
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.... the 2013 Act had impliedly repealed the transitional provision brought in by the Amendment Act, 1988. The relevant portion of the order is delineated below: "25. Mr. Sen contended that the Court will be slow to hold that an earlier statute or a provision thereof has been impliedly repealed by a subsequent statute or a provision thereof. In this connection, learned Senior Counsel relied on the Apex Court decisions in Union of India-vs.- Venkateshan S. (supra) and Lal Shah Baba Dargah Trust-vs.- Magnum Developers (supra). As a proposition of law there cannot be any dispute with such contention. Where a subsequent statute does not expressly repeal a previous statute covering the same field, to the best extent possible, the courts will endeavour to give effect to both the statutes by resorting to the principle of harmonious construction. However, when the words of the later statute are crystal clear leaving no scope for confusion and if such words cannot under any circumstances be construed harmoniously with the words of the previous statute, the earlier statute must be held to have been impliedly repealed. Where the earlier and the later provisions of law cannot stand togeth....
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....therefore continues to operate. 4. He relied on the judgment in Secretary of State -v- Mask & Co. [Coram: Lord Thankerton, Sir George Rankin and Mr. Jayakar] reported in AIR 1940 Privy Council 105 to establish that the exclusion of the jurisdiction of the Civil Court is not to be readily inferred but such exclusion must either be explicitly expressed or clearly implied. The same principle was also cited in the case of Magiti Sasamal -v- Pandab Bissoi and Others [Coram: B. P. Sinha, C.J., P. B. Gajendragadkar and Raghubar Dayal, JJ.] reported in AIR 1962 SC 547. Relying upon the judgment of Nahar Industrial Enterprises Limited -v- Hong Kong and Shanghai Banking Corporation [Coram: S.B. Sinha and A.K. Ganguly, JJ.] reported in (2009) 8 SCC 646 he supported his argument that the exclusion of jurisdiction of the Civil Court has to be express and cannot be readily inferred. 5. Mr. Pal then moved on to the Privy Council Judgment in the matter of The Colonial Sugar Refining Company Limited -v- Irving [Coram: Lord Macnaghten, Lord Davey, Lord Robertson, Lord Lindley, Sir Ford North, and Sir Arthur Wilson] reported in 1905 AC 369, wherein it was established that abolishing an appeal a....
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.... had held that the word "includes" used in the Explanation was used in a restrictive sense. 8. Further, he placed reliance on the judgment of Commissioner of Income Tax (Central)-I, New Delhi -v- Vatika Township Private Limited [Coram: R.M. Lodha, C.J. and Jagdish Singh Khehar, Jasti Chelameswar, Dr. A.K. Sikri and Rohinton Fali Nariman, JJ.] reported in (2015) 1 SCC 1, to argue that Notes on Clauses may be used to determine true intent of a provision that is ambiguous in nature. He submitted that the Notes on Clauses states "Similarly, all proceedings relating to compromise, arrangements and reconstruction and winding up of the companies pending before District Court and High Courts shall be transferred to the Tribunal". The same does not use the words 'including' and only deals specifically with compromise, arrangements and reconstruction and winding up. Furthermore, he submitted that all proceedings are not followed by the words "of the Companies Act, 1956" and therefore, the intent of the legislature was only to transfer the subject matters mentioned in the Notes on Clauses and nothing more. It was argued that the new section 434(1)(c) creates a confusion by using the words ....
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....the words "means" or "includes and means" and just mentions "includes", the word "includes" was used not as a word of extension but of limitation and restriction. 13. Mr. Mukherjee thereafter placed the Supreme Court judgment in The South Gujarat Roofing Tiles Manufacturers Association and Another -v- The State of Gujarat and Another (supra) in great detail to emphasize that the word "includes" may be used in several legislations to depict "means" and therefore would be restrictive and not expansive. 14. He finally relied on the Supreme Court judgment in N.D.P. Namboodripad (Dead) By Lrs. -v- Union of India and Others [Coram: H.K. Sema and R.V. Raveendran, JJ.] reported in (2007) 4 SCC 502, which illustrates that the word "includes" may be used to connote a specific meaning and may be used to mean "comprises" or "consists of". He further placed specific portions of the abovementioned judgment that relied on Justice G.P. Singh's treatise on Principles of Statutory Interpretation (10th Edn., 2006) which states that "includes" in a definition is prima facie extensive, but the word "includes" when used while defining a word or expression may also be construed as equivalent to "me....
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....r submitted that there is no inconsistency between Section 434(1)(c) of the 2013 Act and Section 68 of the Amendment Act, 1988. According to him, all the applications before the Company Law Board with regard to mismanagement and operation would stand transferred to the NCLT with effect from 1st of June, 2016. This would include all the applications filed before the Company Law Board from 31st May, 1991 onwards including those under Sections 397 and 398 falling under Part VI, Chapter VI of the Companies Act, 1956. All applications saved by reason of Section 68 would continue to be heard and dealt by the High Court and the said transitional provision being temporary would have served its purpose only when all past circumstances with which it was designed to deal with had been dealt with. 17. Mr. Mitra thereafter once again accentuated that the word "including" as appearing in Section 434(1)(c) should be read in the context as "means". He placed reliance on Karnataka Power Transmission Corporation & Anr. -v- Ashok Iron Works Private Limited [Coram: Markandey Katju and R.M. Lodha, JJ.] reported in (2009) 3 SCC 240 (paragraphs 14 to 17); South Gujarat Roofing Tiles Manufacturers' Ass....
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....ion 465 of the 2013 Act to be made operational. The latter provision mentioned herein says that provisions of Companies Act, 1956 will be applicable only till a particular date when operation of Section 434 is given effect to. In the case at hand, 15th December as a date was given and hence it proves that all the provisions of the 1956 Act are overridden by the 2013 Act. However, this Court notes that Section 465 has not been notified till date. 22. Mr. Kar also went on to argue on the basis of Revanasiddappa and Another -v- Mallikarjun and Others [Coram: G.S. Singhvi and A.K. Ganguly, JJ.] reported in (2011) 11 SCC 1 that forum is a choice of legislation and not the parties. Hence, there is access to justice provided to the parties, just not at the desired forum. 23. Mr. Kar further relied on P. Kasilingam & Ors. -v- P.S.G. College of Technology & Ors. [Coram: P.B. Sawant and S.C. Agrawal, JJ.] reported in 1995 Supp (2) SCC 348, wherein it was established that the word "includes" widens the meaning of a statement - it enlarges the meaning of the expression defined so as to comprehend not only such things as they signify according to their natural import but also those things....
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....nt. He relied on Zaverbhai Amaidas -v- State of Bombay (supra) to underscore the above proposition. 26. Mr. Saha thereafter placed reliance on a very recent judgment of the Supreme Court in Innoventive Industries Ltd. -v- ICICI Bank and Anr. [Coram: Rohinton Fali Nariman and Sanjay Kishan Kaul, JJ.] reported in (2018) 1 SCC 407 wherein at paragraph 51 of the judgment, the Supreme Court laid down the test for repugnancy and implied repeal. 27. Mr. Saha further submitted that the substantive right of the appellant is not being affected by the coming into force of Section 434(1)(c) of the 2013 Act, and the only change is that of change of forum. He submitted that the legislature has the absolute power to create a new forum for trying out pending proceedings in the High Court, as is the case in the present litigation. He placed reliance on Union of India -v- Madras Bar Association [Coram: K.G. Balakrishnan, C.J. and R.V. Raveendran, D.K. Jain, P. Sathasivam and J.M. Panchal, JJ.] reported in (2010) 11 SCC 1 in support of the above contention. 28. Mr. Saha thereafter distinguished the judgments cited by the appellant with regard to the meaning of the terms "all" and "including"....
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....908, the Arbitration and Conciliation Act, 1940 and so forth. It has to be noted that this jurisdiction that is conferred on the High Court by way of a special Act can always be taken away by an amendment in the said legislation that conferred the jurisdiction. The three judgments cited by Mr. Pal do not come to his rescue on this aspect. It has to be noted that any amendment or coming into force of a new law in place of the earlier law can always result in ouster of the jurisdiction that was conferred on the High Court by the earlier law. The jurisdiction of the High Court in company matters not being a jurisdiction of the civil jurisdiction under the Code of Civil Procedure, 1908, the same can always be ousted by the amendment of the enactment that conferred the said jurisdiction. Such ouster need not be express as the same is not a civil jurisdiction of the High Court. Accordingly, I hold that the ouster of the jurisdiction of the High Court in relation to company matters does not need to be express and the same can be implied. Second Issue 32. With regard to the second issue, Mr. Pal had placed reliance on the Privy Council judgment in the matter of The Colonial Sugar Ref....
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....stantive right has been taken away far less any right of life and liberty as enshrined in Article 21 of the Constitution of India." 33. In another recent judgment of the Division Bench of the Delhi High Court in ATV Projects (India) Ltd. -v- Union of India and Ors. [Coram: Sanjiv Khanna and Prathiba M. Singh, JJ.] reported in (2017) 205 Comp Cas 643 (Delhi), the Division Bench was confronted with a challenge regarding the constitutional validity of Section 4(b) of the Sick Industrial Companies (Special Provisions) Repeal Act, 2003. In this case the Repeal Act was enforced with effect from 1st December, 2017. Due to the said notification, proceedings before the Board for Industrial and Financial Reconstruction stood abated and the petitioner could only approach the National Company Law Tribunal within a period of 180 days. For a proper understanding of the ratio of this judgment, paragraphs 17 to 25 are delineated below: "17. The main plank of the Petitioner's submissions is that the right to appeal is a vested right and cannot be taken away. The Petitioner relies on the following authorities to buttress its case. 1. Hoosein Kasam Dada (India) Ltd. v. State of M....
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....ish Bank of India v. CIT MANU/MH/0726/2003 : [2004] (1) Mah.LJ.297, there is no inherent right of appeal and it has to be specifically conferred by the statute. 21. A Constitution Bench of the Supreme Court in Garikapati Veeraya (supra) summarized the legal position as under:- "From the decisions cited above the following principles clearly emerge: (i) That the legal pursuit of a remedy, suit, appeal and second appeal are really but steps in a series of proceedings all connected by an intrinsic unity and are to be regarded as one legal proceeding. (ii) The right of appeal is not a mere matter of procedure but is a substantive right. (iii) The institution of the suit carries with it the implication that all rights of appeal then in force are preserved to the parties there to till the rest of the carrier of the suit. (iv) The right of appeal is a vested right and such a right to enter the superior Court accrues to the litigant and exists as on and from the date the lis commences and although it may be actually exercised when the adverse judgment is pronounced such right is to be governed by the law prevailing at the date of the in....
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....proval the following passage on 'Craies on Statute Law' (page 2182): "When an Act of Parliament is repealed," said Lord Tenterden in Surtees v. Ellison, it must be considered (except as to transactions past and closed) as if it had never existed. That is the general rule. Tindal C.J. stated the exception more widely. He said : 'The effect of repealing a statute is to obliterate it as completely from the records of the Parliament as if it had never been passed; and it must be considered as a law that never existed except for the purpose of those actions which were commenced, prosecuted and concluded whilst it was an existing law." 25. It is the clear view of this Court that once a law is repealed and a new legislation has been put in its place, it is not open for anyone to contend that it should be continued to be governed by the old enactment, except where actions under the existing laws had concluded. The applicability of the repealed legislation is only to the extent as provided in the Savings clause and nothing more." 34. As seen above, Prathiba M. Singh, J., authoring the judgement for the Division Bench has succinctly held in paragraph 25 that once a law i....
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....d in several specific legislative enactments. If jurisdiction of the High Courts can be created by providing for appeals, revisions and references to be heard by the High Courts, jurisdiction can also be taken away by deleting the provisions for appeals, revisions or references. It also follows that the legislature has the power to create tribunals with reference to specific enactments and confer jurisdiction on them to decide disputes in regard to matters arising from such special enactments. Therefore it cannot be said that legislature has no power to transfer judicial functions traditionally performed by courts to tribunals. 88. The argument that there cannot be "wholesale transfer of powers" is misconceived. It is nobody's case that the entire functioning of courts in the country is transferred to tribunals. The competence of Parliament to make a law creating tribunals to deal with disputes arising under or relating to a particular statute or statutes cannot be disputed. When a Tribunal is constituted under the Companies Act, empowered to deal with disputes arising under the said Act and the statute substitutes the word "tribunal" in place of "the High Court" neces....
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....ove sentence which is "including proceedings relating to arbitration, compromise, arrangement and reconstruction and winding up of companies....". The second part of the sentence that follows the first clearly would lead to a different meaning if the term "including proceedings" was absent. In such a situation, all proceedings relating to only arbitration, compromise, arrangement and reconstruction and winding up of companies would have stood transferred. Therefore, what follows suit is that the interpretation of the term "including" in the second sentence becomes paramount. 39. In relation to the meaning to be given to the word "including", the appellants have cited various judgments that need to be examined in greater detail. In South Gujarat Roofing Tiles Manufacturing Association and Another (supra), the Apex Court examined the explanation to entry 22 to part I of the Schedule to the Minimum Wages Act, 1948. The explanation to entry 22 stated that for the purpose of this entry potteries industry "includes" the manufacture of the nine articles of pottery specified therein. The Apex Court on an examination of the said provision held that the word "include" has been used in the....
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....tery, if the intention was to enlarge the meaning of potteries industry in any way. 4. We are also unable to agree with Mr. Patel that the articles specified in the Explanation may have been mentioned out of abundant caution to emphasize the comprehensive character of the entry, to indicate that all varieties of pottery are included therein. This argument, though more plausible, does not also seem acceptable. It is possible that one might have doubts whether things like refractories or electrical or textile accessories would pass under the description pottery as that word is used in common parlance, but the explanation also mentions crockery and toys regarding which there could be hardly any doubt. The inclusion in the list of objects which are well-recognised articles of pottery makes it plain that the Explanation was added to the entry not by way of abundant caution. 5. The contention of Mr. Tarkunde for the appellants is that the articles mentioned in the Explanation were intended to be exhaustive of the objects covered by entry 22. According to Mr. Tarkunde if the legislature wanted to bring within the entry all possible articles of pottery, then there was har....
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....t a word of extension, but limitation; it is exhaustive of the meaning which must be given to potteries industry for the purpose of entry 22. The use of the word 'includes' in the restrictive sense is not unknown. The observation of Lord Watson in Dilworth v. Commr. Of Stamps, 1899 AC 99 which is usually referred to on the use of 'include' as a word of extension is followed by these lines: "But the word 'includes' is susceptible of another construction, which may become imperative, if the context of the Act is sufficient to show that it was not merely employed for the purpose of adding to the natural significance of the words or expressions defined. It may be equivalent to 'mean and include' and in that case it may afford an exhaustive explanation of the meaning which for the purpose of the Act, must invariably be attached to these words or expressions." It must therefore be held that the manufacture of Mangalore pattern roofing tiles is outside the purview of entry 22." 40. Next we need to examine the judgment of the Andhra Pradesh High Court in Hakim and Co. (supra) wherein it was held that the definition of forest produce though uses the term "includes", it is to be read as "....
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....ribe such produce by way of rules. Even those articles specified by way of rules can also come under the definition of 'forest produce'. It appears to us that in this context the definition of "forest produce" though it uses the expression "includes", is exhaustive. It is the common case that the item in dispute is not covered by sub-clause (2) or sub-clause (3) of S. 2(g) of the Act, that is to say, it is not covered by the 2nd and 3rd categories." 41. N.D.P. Namboodripad (Dead) By Lrs. (supra) was referred to by both the parties to interpret the meaning of the word "includes". The proposition of law discussed therein in paragraphs 18 to 20 are delineated below: "18. The word "includes" has different meanings in different contexts. Standard dictionaries assign more than one meaning to the word "include". Webster's Dictionary defines the word "include" as synonymous with "comprise" or "contain". Illustrated Oxford Dictionary defines the word "include" as: (i) comprise or reckon in as a part of a whole; (ii) treat or regard as so included. Collins Dictionary of English Language defines the word "includes" as: (i) to have as contents or part of the contents; be made up of....
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..... The words "and includes" have been used in Rule 62, as meaning "comprises" or "consists of." 42. For a proper comprehension of the term "includes" and "including", one should also examine the view taken by courts in different jurisdictions. In Thompson West's, Words and Phrases, Permanent Edition, Vol 20A, the different ways the phrase "includes" has been interpreted by the courts in the United States of America has been provided. Some of the illustrations are provided below: "Ill. 2007. Pursuant to statutory definition of the words "includes" or "including," either of these words, when followed by a listing of items, means that the preceding general term encompasses the listed items, but the list is not exhaustive; the preceding general term is to be construed as a general description of the listed items and other similar items. S.H.A. 720 ILCS 5/2- 10.-People v. Perry, 309 Ill.Dec. 330, 864 N.E.2d 196, 224 Ill.2d 312.-Statut 194, 199. Ill.App. 2 Dist. 1943. The word "includes" as used in Policemen's Minimum Wage Act defining policemen to mean any member of a regularly constituted police department of a city and to "include" the chief of police, assistant ch....
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....roperty in England or Wales" means for the income to be obtained and not for the occupation by the trustee or his nominee ( Re Powers' Will Trusts [1947] Ch. 572). (5) "Including fruit Juices" (Purchase Tax Act 1963 (c. 9), Sched. 1, Pt. 1, Group 35 (a)). These words are to be construed in the context of the words preceding them ("manufactured beverages"), and do not include non-manufactured fruit juice (Customs and Excise Commissioners v. Savoy Hotel [1966] 1 W.L.R. 948)." 44. Finally, one should well remember the potent and vivid words of Justice Oliver Wendell Holmes Jr., in Towne vs. Eisner, 245 U.S. 418: - "A word is not a crystal, transparent and unchanging, it is the skin of a living thought and may vary greatly in color and content according to the circumstances and the time in which it is used." 45. On a careful analysis of the above judgments and the authorities on interpretation of statues, it is clear that where a word defined is declared to "include" such and such, the definition is prima facie extensive but the word "include" when used while defining a word or expression, may also be construed as equivalent to "mean and include" in which event ....
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....he breadth or other obscurity of the express language as conferring a delegated legislative power to elaborate its meaning in accordance with the public policy (including legal policy) and the purpose of legislation. Whichever course is adopted, in accordance with the doctrine of precedent the court's operation influences the future legal of the enactment by producing what may be called sub-rules, which are implied or expressed in the court's judgement." 47. In view of the above, only when the Parliament does not convey its intention clearly, expressly and completely in a statute can the courts embark on a mission to spell out the intention of the Parliament, and not in any other situation. In the present case, I see no such predicament before me as the word "including" has been used specifically to connote the meaning it normally does. The fact that the word "including" has not been used to define a word, leads me to the conclusion that the same has been used in an expansive and extensive manner. Furthermore, as pointed above the very fact that the legislature added the words "including proceedings" following the words "all proceedings under the Companies Act, 2013" was to ensu....
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....The purpose of incorporating Transitional Provisions in any Act or amendment is to clarify as to when and how the operative parts of the enactments are to take effect. The Transitional Provisions generally are intended to take care of the events during the period of transition. Mr Francis Bennion in his book on Statutory Interpretation (14 edn., p. 442) outlines the purpose of such provisions: "189. Transitional Provisions Where an Act contains substantive, amending or repealing enactments, it commonly also includes transitional provisions which regulates the coming into operation of those enactments and modify their effect during the period of transition. Where an Act fails to include such provisions expressly, the court is required to draw such inferences as to the intended transitional arrangements as, in the light of the interpretative criteria, it considers Parliament to have intended." 16. The paramount object in statutory interpretation is to discover what the legislature intended. This intention is primarily to be ascertained from the text of enactment in question. That does not mean the text is to be construed merely as a piece of prose, without ....
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....tive law doesn't come into force. The relevant portions of the judgment which clarifies the court's stance on transitional provisions are delineated below: "As Staughton LJ observed in the Court of Appeal, it is not possible to give a definitive description of what constitutes a transitional provision. In Thorton on Legislative Drafting (3rd edn, 1987) p 319 it is said: 'The function of a transitional provision is to make special provision for the application of legislation to the circumstances which exist at the time when that legislation comes into force.' One feature of a transitional provision is that its operation is expected to be temporary, in that it becomes spent when all the past circumstances with which it is designed to deal have been dealt with, while the primary legislation continues to deal indefinitely with the new circumstances which arise after its passage. In the present instance reg 20(2) must eventually become spent, although it may be envisaged that that could take a considerable period of time." 52. The ratio that if a subsequent legislation renders a previous legislation repugnant, then the previous legislation gets repealed impliedly wa....
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....ier gets repealed by the later enactment. Paragraph 11 of the said judgment is provided below: "11. It is true, as already pointed out, that on a question under Article 254(1) whether an Act of Parliament prevails against a law of the State, no question of repeal arises; but the principle on which the rule of implied repeal rests, namely, that if the subject-matter of the later legislation is identical with that of the earlier, so that they cannot both stand together, then the earlier is repealed by the later enactment, will be equally applicable to a question under Article 254(2) whether the further legislation by Parliament is in respect of the same matter as that of the State law. We must accordingly hold that Section 2 of Bombay Act 36 of 1947 cannot prevail as against Section 7 of the Essential Supplies (Temporary Powers) Act 24 of 1946 as amended by Act 52 of 1950." 55. Finally, one has to examine the principles relating to repugnancy that have been highlighted in Innoventive Industries Ltd. (supra). Paragraph 51 of the above judgment deals with the test for repugnancy. The relevant portions are provided below: "51. The case law referred to above, therefo....
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....e code. In such a case, the State law is inconsistent and repugnant, even though obedience to both laws is possible, because so long as the State law is referable to the same subject-matter as the Parliamentary law to any extent, it must give way. One test of seeing whether the subject-matter of the Parliamentary law is encroached upon is to find out whether the Parliamentary statute has adopted a plan or scheme which will be hindered and/or obstructed by giving effect to the State law. It can then be said that the State law trenches upon the Parliamentary statute. Negatively put, where Parliamentary legislation does not purport to be exhaustive or unqualified, but itself permits or recognises other laws restricting or qualifying the general provisions made in it, there can be said to be no repugnancy. 51.8. A conflict may arise when Parliamentary law and State law seek to exercise their powers over the same subject-matter. This need not be in the form of a direct conflict, where one says "do" and the other says "don't". Laws under this head are repugnant even if the rule of conduct prescribed by both laws is identical. The test that has been applied in such cases is b....
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....ture while enacting a law has complete knowledge of the existing laws on the same subject-matter and, therefore, when it does not provide a repealing provision it gives out an intention not to repeal the existing legislation. In Municipal Council, Palai v. T.J. Joseph [AIR 1963 SC 1561] the Court discussed the principles with regard to the "implied repeal" and held thus: (AIR p. 1564, para 10) "10. It must be remembered that at the basis of the doctrine of implied repeal is the presumption that the legislature which must be deemed to know the existing law did not intend to create any confusion in the law by retaining conflicting provisions on the statute-book and, therefore, when the court applies this doctrine it does no more than give effect to the intention of the legislature ascertained by it in the usual way, i.e., by examining the scope and the object of the two enactments, the earlier and the later." 13. Similarly, in Municipal Corpn. of Delhi v. Shiv Shanker [(1971) 1 SCC 442 : 1971 SCC (Cri) 195] (SCC relevant at p. 446, para 5) this Court observed- "The courts, therefore, as a rule, lean against implying a repeal unless the two provisions are so....
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.... 58. Having answered the four issues, I am of the opinion that the issue raised by Mr. Pal with regard to taking aid of the notes on clauses need not be gone into in great detail as I have already held above that Section 434(1)(c) is absolutely lucid and unambiguous. Furthermore, it is clear that the removal of doubts or difficulties in the present case does not contradict the main provision in any manner whatsoever. In fact, the Supreme Court judgment cited by Mr. Pal in M/s Jalan Trading Co. Private Ltd. (supra) and Madeva Upendra Sinai and Others (supra) do not apply in the present case as the original provision is crystal clear and there is nothing inconsistent that the legislature has done by framing the removal of doubts or difficulties order. 59. In summary, the four main issues are answered as follows: (a) Whether the ouster of the jurisdiction of the High Court in relation to company matters needs to be express or the same may be ousted by implication? The jurisdiction of the High Court in company matters being a special jurisdiction conferred by the 1956 Act, and not being a civil jurisdiction under the Code of Civil Procedure,1908, the same can al....