Madras High Court
Bank Of India, Express Towers, Nariman ... vs The Company Law Board Southern Regional ... on 22 September, 2000
Equivalent citations: 2000(4)CTC147
ORDER
1.This Civil revision petition is directed against the order of the Company Law Board, Chennai dated 21.3.2000 sanctioning a Scheme under Section 45QA of the Reserve Bank of India Act, 1934 in the matter of Kirloskar Investments and Finance Limited, Bangalore. The Bank of India being one of the secured creditors and intervener before the Company Law Board, is the revision petitioner before this Court.
2. Though the civil miscellaneous petitions are posted for disposal the main revision petition it self had been taken up for disposal and heard.
3. A perusal of the order of the Company Law Board discloses that the Board has been receiving large number of complaints from depositors under Section 45QA of the Reserve Bank of India Act for the payment of deposits against M/s. Kirloskar Investments and Finance Limited from August, 1999. It is reported that the Bench had received more than 1000 applications with aggregate amount for non-payment of Rs.340 lakhs on matured deposits. The applications came up for hearing at different stages. According to the company it was not in a position to meet the demands of the depositors due to various reasons enlisted in their statements. Therefore the company also submitted a Scheme envisaging the repayment of the deposits both matured and the deposits yet to be matured together with interest. The Bench after considering the scheme directed the Company to publish the salient features of the Scheme in the newspapers and also to serve a copy of the Scheme to the Reserve Bank of India, Registrar of Companies and other institutions inviting their comments. The Reserve Bank of India has also submitted their comments on the Scheme proposed by the Company Law Board. Ultimately on hearing of the parties, the Company Law Board framed the scheme by virtue of the impugned order.
4. Detailed contentions were raised by both sides on the merits of the Scheme and the disputes between the parties inclusive of the contentions that the Company Law Board does not have the power to order payment only to the depositors of the bank and that the financial institutions were also equally important.
5. But having regard to my conclusions on the question of maintainability of this revision petition I do not propose to deal with the said contentions on the merits.
6. The objections to the maintainability is twofold (A) The impugned order passed by the Company Law Board being one under Section 45QA of the Reserve Bank of India Act, 1934,, an appellate remedy is provided under Section 10F of the Companies Act, 1956. The statutory appellate remedy being equally efficatious, the revision under Article 227 of the Constitution is not maintainable. (B) Under Section 10-F of the Companies Act, 1956, an appeal lies only before the High Court within whose territorial jurisdiction the registered office of the company is situate. The registered office of the company is only at Bangalore and therefore it is only the High Court of Karnataka, which will have the territorial jurisdiction to entertain the appeal under Section 10-F of the Companies Act, notwithstanding the fact that the Company Law Board Southern Regional Bench, Chennai had passed the impugned order.
7. It is also pointed out on behalf of the respondents, an appeal has already been filed before the Karnataka High Court as against the order of the Company Law Board and the revision petitioner before this court is also a party in the said appeal.
8. As far as the objection (A) is concerned, the said objection is really academic and technical having regard to the fact that this court can convert the above revision into an appeal under Section 10-F of the Companies Act. Therefore it is not necessary to deal with the objection (A). For the same reason, it is also not necessary to consider the various rulings cited by both sides in the context invoking the jurisdiction of this court under Article 227 of the Constitution while an appellate remedy was available.
9. On the question of territorial jurisdiction having regard to the fact that the judgment of the Supreme Court in Stridewell Leathers (p) Limited and others v. Bhankerpur Simbhaoli Bevereges (p) Ltd., is conclusive, there is no need to refer to the other judgments referred to by both sides. In that judgment, the Supreme Court has considered the expression "The High Court" in Section 10-F of the Companies Act and held that it would mean "The High Court" having the jurisdiction in relation to the place at which the registered office of the company concern was situate. In the said case, it was held that the appeal against the order of the Company Law Board would lie only before the Madras High Court even though the order was passed by the Company Law Board at Delhi.
10. Therefore it is irresistable to conclude that an appeal under Section 10-F of the Companies Act as against the order of the Company Law Board would lie only before the Karnataka High Court and not before this court.
11. The attempt on the part of Mr.Arvind P.Datar the learned senior counsel for the petitioner is that a Constitutional revision under Article 227 is not at all barred before the Madras High Court, since the Company Law Board was situate within the jurisdiction of this court. He would also state that an appeal under Section 10-F of the Companies Act would arise only on the grounds stated therein. The Company Law Board had no jurisdiction to order payment only to the depositors to the exclusion of the financial institutions and therefore such an order which was without jurisdiction was questionable before this court under Article 227 of the Constitution.
12. I am unable to accept the contentions of the learned senior counsel for the petitioner. It is true that the Tribunal may be constituted within the territorial limits of this Court, but the jurisdiction of this court - to invoke Article 227 of the Constitution would also depend upon the cause of action of the lis decided by the Company Law Board. When once it is accepted that the order of the Company Law Board is appealable only to the Karnataka High Court, the power to invoke Article 227 in that particular case will also be available only to the Karnataka High Court, Even assuming for the sake of discussion, that this court will also have concurrent jurisdiction to entertain this civil revision petition under Article 227, judicial discipline requires that this court should refuse to exercise its jurisdiction, especially when it has also been pointed out that other financial institutions being a party to the decision of the Company Law Board have already filed an appeal before the Karnataka High Court. It is also not disputed that the petitioner herein is also a party/respondent in the said appeal. Conflicting decisions over the same subject matter should be avoided between two different High Courts.
13. It is also necessary to point out that the petitioner is fully aware of the legal effect of their registered office being at Bangalore and they have themselves filed the O.P. No.161 of 2000 before the Debt Recovery Tribunal, Bangalore seeking recovery of the monies due from the company.
14. Therefore I am inclined to hold that not only this Court will have no jurisdiction to entertain this revision petition, but also viewed from the angle of avoiding conflict of decisions on the same subject matter, it will not be proper for this Court to entertain this revision petition.
15. It is true that Mr.Arvind P. Datar learned senior counsel has sought to rely on the judgment of the Supreme Court in East India Commercial Company Limited v. Collector of Customs, and that of the Calcutta High Court in Ram Hari Mandal v. Nilamoni Das, AIR 1952 Cal. 18 in support of his contention as regards the maintainability of the petition under Article 227. Reference is also made to the judgment of the Supreme Court, in Whirlpool Corporation v. Registrar of Trade Marks, in support of his contention that the availability of alternative statutory remedies, will not be a bar for invoking jurisdiction of the High Court under Article 226 or 227 of Indian Constitution.
16. But having regard to the conclusions already arrived at as mentioned above, the civil revision petition is liable to be dismissed.
17. In the result, I am inclined to dismiss the Civil Revision Petition, as being without jurisdiction. The civil revision petition is dismissed. No costs. Consequently, all the connected civil miscellaneous petitions are also dismissed.