J.P. SRIVASTAVA & SONS (RAMPUR) PVT. LTD. & ORS. versus H.K. SRIVASTAVA (DEAD) THROUGH L.RS. & ORS.

Citation: [2008] 12 S.C.R. 1236 · Decided: 03-09-2008 · Supreme Court of India · Bench: ALTAMAS KABIR · Disposal: Appeal(s) allowed

Judgment (excerpt)

[2008) 12 S.C.R. 1236 
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J.P. SRIVASTAVA & SONS (RAMPUR) PVT. LTD. & ORS. 
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V. 
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H.K. SRIVASTAVA (DEAD) THROUGH L.RS. & ORS. 
(Civil Appeal Nos. 54 71-72 of 2008) 
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SEPTEMBER 3, 2008 
[ALTAMAS KABIR AND V.S. SIRPURKAR, JJ.] 
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Companies Act; Ss. 397, 398 and 399: 
Company Petition - Family concern - Mis-management 
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c of - Filing of petition ulss 397 and 398 of the Act - Company 
Law Board directing petitioners to sell their shares to 
respondents after valuati.on of shares - Appointment of 
Chartered Accountants to value shares of the company -
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Challenged by respondents - Dismissed by CLB holding 
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D that the petitioner neither having the authority on behalf of the 
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trust to file petition nor having necessary share holding to be 
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eligible to file petition - Dismissed by the Single Judge -
Letters Patent Appeal dismissed by the Division Bench of the 
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High Court - Supreme Court remanded the matter to Single 
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E Judge holding that appellant had necessary share holding 
and authority to file appeal on behalf of the trust - Single 
Judge remanded the matter to CLB - Correctness of - Held: 
Supreme Court, in its earlier directions directed Single Judge 
to decide all the issues in the appeals and to decide upon the 
F correctness of order passed by CLB excepting the issue of 
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maintainability- However, Single Judge remanded the matter 
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to CLB to decide on all issues afresh -
Hence, matter 
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remanded back to Single Judge of the High Court to decide 
the appeals pending before it as directed earlier. 
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There was a family dispute amongst two brothers. 
One of the brothers, appellant filed a company petition in 
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the year 1995 before the Company Law Board under Ss. 
397 and 398 of the Companies Act alleging mis-
management in a family concern by his brother, the 
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1236 
J.P SRIVASTAVA & SONS (R. PUR) PVT. LTD. & ORS. 1237 
v. H.K. SRIVASTAVA (DEAD) THROUGH L.RS. 
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respondent. The CLB passed a consent order to the effect A 
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that petitioners would sell their shares to the respondents 
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for a value per share to be determined by a Valuer 
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appointed by the Board and the value would be binding 
on the parties. On June 10, 1996, the CLB appointed a 
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firm of Chartered Accountants to value the shares and B 
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the firm has determined the value of shares. Challenging 
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the valuation of shares by the firm, respondents filed 
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application before CLB. In the meantime, respondent No.8, 
legal representative of respondent No.1 filed a petition 
before CLB challenging the order dated June 10, 1996. c 
CLB took the view that the objections raised by 
respondent No.8 pertaining to the maintainability of the 
petition was valid, however, the application was dismissed 
by CLB on the ground that the petitioner did not have the 
authority of the Trust to file the petition nor did they have D 
shareholding exceeding 10% of the total shareholding to 
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be eligible to file the petition. Three appeals came to be 
filed against this order of the CLB. One of the appeals 
was by the present appellants against the finding of 
maintainability, while the other two appeals were filed by E, 
the respondents for recalling order dated 10.6.1996 
passed by CLB. All the three appeals were dismissed by 
the single Judge of the High Court. Aggrieved, the 
appellants filed Letters Patent Appeal, which was 
dismissed by the Division Bench of the High Court. 
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Appellants challenged the judgments of the Single Judge 
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as well as Division Bench of the High Court before this 
Court. The appeals were allowed by this Court vide its 
judgment dated October 26, 2004 holding that appellant 
No.3 had the necessary authority to file the petition on 
behalf of the Family Trust of respondents and she as well G 
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as the Trust had more than 10% of the share capital of 
the Company in control, and as such, there was no bar 
under Section 399(3) of the Act and also under the 
Regulation 18 of the Regulations for filing the petition 
under Sections 397 and 398 of the Act. Accordingly, the 
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1238( 
SUPREME COURT REPORTS 
[2008] 12 S.C.R. 
A matter was remanded back to the Single Judge of the 
High· Court. The Single Judge instead of deciding the 
appeal, remitted the matter to CLB for decision afresh. 
Hence the present appeals. 
Appellants contended that Single Judge of the High 
B Court has completely ignored the findings given by the 
CLB on the questions other than the maintainabil

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