Patherya, J. - (1.) THIS appeal filed under Section 10F of the Companies Act, 1956 is from the order dated 5th February, 2009 passed by the Company Law Board, New Delhi. The case of the appellant is that the order under appeal was passed on a contempt application filed for alleged violation of order dated 8th May, 2007. In proceedings under Sections 397 and 398 of the Companies Act, 1956 filed by one Anup Agarwalla, the respondent No.1 herein an ex parte order was passed on 8th May, 2007 restraining the appellant from making any representation in the name or on behalf of the company. Affidavits were directed to be filed. An application was also filed for vacating the order dated 8th May, 2007 and for dismissal or stay of C.P. 50 of 2007 before the Company Law Board, New Delhi (CLB). An order was passed refusing to vacate the order dated 8th May, 2007 and time was extended for filing affidavits.
(2.) ON 22nd September, 2008 the hearing of the maintainability issue was concluded and a complaint was filed by the respondent No.2 in C.P. 50 of 2007, namely, Mahendra Kumar Agarwalla (MKA group) through his advocate -on -record M/s. R. L. Gaggar with the Registrar of Companies on 25th November, 2008. The Company Law Board was considering an application filed under Regulations 44 and 47 of the Company Law Board Regulations, 1991 and Contempt of Courts Act, 1971. In refusing to treat the application of 2009, as a contempt application the same should have been dismissed and no order passed as any order passed is in aid of the final relief which dealt mainly with wilful, deliberate and contumacious disobedience of order dated 8th May, 2007 and punishment to be levied on basis thereof. No reasons have been assigned as per the requirement of Section 10E(4C) and 5 of the 1956 Act, as giving of reason flows from the principles of natural justice and a quasi -judicial body is required to give reasons unless dispensed with expressly or impliedly. As held in : 1990 (4) SCC 594, 2007 (4) CHN 712 and an unreported decision in the matter of Birla Cooperation that non -grant of reasons is a jurisdictional error. Reliance has also been placed on : AIR 1983 SC 1272.
(3.) OPPOSING the said application counsel on behalf of Anup Agarwalla submits that the order dated 8th May, 2007 was not an ex parte order. It was passed after hearing both parties. The application filed by Anup Agarwalla and his group was filed under Regulations 44 and 47 of the 1991 Regulations. By virtue of demerger on 18th July, 2003 Castron Mining Limited and Castron Technologies Limited came into existence. Form 21 was filed and because of acts of oppression, proceedings under Sections 397 and 398 of the Companies Act was filed by the Anup Agarwalla Group. One of the reliefs sought in the said proceedings is for perpetual injunction restraining the MKA Group from making false and incorrect allegations or addressing any correspondence for and on behalf of the company. The application filed under Regulations 44 and 47 seeks for quashing the complaint dated 25th November, 2008. The complaint was filed after filing of the affidavit -in -opposition and there is no mention of the contents of the complaint therein. On reading of the application filed under Regulations 44 and 47 of the 1991 Regulations it will appear that besides the two Regulations the application has also been filed under the Contempt of Courts Act. In fact while disposing off C.A. 251 of 2007 filed in C.P. 50 of 2007 seeking dismissal of the petition and vacating the order dated 8.5.2007, the prayer for vacating the order dated 8.5.2007 was rejected but the proceedings before the CLB was stayed. From order dated 17th April, 2009 an appeal under Section 10F of the 1956 Act was filed on 12th May, 2009 and it is only thereafter on 21st May, 2009 that A.P.O.T 189 of 2009 has been filed. Therefore till 17th April, 2009 the appellant acquiesced in the order dated 5th February, 2009. The complaint was lodged on 25th November, 2008 through MKA's advocate and it was thereafter on 23rd December, 2008 that the Registrar of Companies forwarded the same to the respondent. A reply was given on 12.1.2009 and the application under Regulations 44 and 47 of the 1991 Regulations and the Contempt of Courts Act was filed on 2.2.2009 and the order passed on 5.2.2009. As parallel proceedings was initiated by virtue of the complaint by the MKA group therefore the application was filed. Regulation 44 read with Section 403 of the Companies Act justifies the order dated 5.2.2009, which has been passed on contest and as the said appeal is after the appeal filed against order dated 17th April, 2009 the conduct of the appellant be considered and this appeal is nothing but an afterthought. The giving of reason is not necessary as held in : AIR (1963) SC 1526, : AIR 1988 Calcutta 25 and the unreported decision in the matter of Orient Paper and Industries Limited. An inspection was held and report submitted by the Registrar of Companies on 7th August, 2007 wherefrom it appears that the MKA Group had resigned from the Directorship of the company on and from 29th December, 2004 and it was registered with the Registrar of Companies on 28th February, 2005. Therefore, the MKA Group had no authority to participate in the company. This report was submitted pursuant to an order of the CLB dated 10th September, 2007. In fact a reply was also given to the complaint filed on 12th January, 2009 and as it will appear from the said reply a copy of the inspection report was also given to the MKA group, therefore it was aware of the findings of the said report. In fact the balance sheet of the company till the date of the demerger was signed by MKA. Form 21 has also been signed by MKA.;