Sanjib Banerjee, J. - (1.) The question of law raised is so trivial that the appeal under Sec. 10F of the Companies Act, 1956 does not call for a judgment; a two -page order dictated in five minutes would have sufficed. It is the other aspect of the matter that needs to be recognised and highlighted, particularly in the light of the back -breaking numbers of pending cases of every description in courts and tribunals.
(2.) The appeal is at the behest of the company in respect whereof a petition under Ss. 397 and 398 of the Companies Act, 1956 has been launched in 2009 before the Company Law Board, complaining of oppression and mismanagement by the management of such company. The order appealed against is one of May 23, 2014 on the application by the company and its management for vacating an ex parte ad interim order of August 20, 2009. The appellants maintain that since the names of the petitioners before the CLB did not figure in the company's register of members, the petitioners lacked the qualification under Sec. 399 of the said Act of 1956 to launch any proceedings complaining of oppression or mismanagement in the affairs of the company. The appellants insist that notwithstanding the petitioners before the CLB asserting in the relevant petition that the second petitioner controlled 50 per cent of the undisputed paid up capital in the company, since the second petitioner's claim to such shareholding was by virtue of orders passed on two successive schemes of amalgamation without such petitioner before the CLB having its name recorded in the company's register of members, the relevant petitioner's claim as to its shareholding in the company had to be altogether disregarded.
(3.) The inane question of law that arises in this appeal is whether a transferee company can cite the shareholding of a transferor company in a third company, upon the sanction of a scheme of amalgamation, as requisite qualification under Sec. 399 of the said Act of 1956 to institute proceedings under Sec. 397 or Sec. 398 of the said Act of 1956 against the third company.;