STRIDEWELL LEATHERS (P) LTD. AND ORS. versus BHANKERPUR SIMBHAOLI BEVERAGES (P) LTD. AND ORS.

Citation: [1993] SUPP. 2 S.C.R. 645 · Decided: 05-10-1993 · Supreme Court of India · Bench: J.S. VERMA · Disposal: Appeal(s) allowed
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Judgment (excerpt)

STRIDEWELL LEATHERS (P) LTD. AND ORS. 
v. 
BHANKERPUR SIMBHAOLI BEVERAGES (P) LTD. AND ORS. 
OCTOBER 5, 1993 
[J.S. VERMA AND N.P. SINGH, JJ.] 
CompaniesAc~ 1956: Section JOF-Appeal against orders of Company 
Law Board-High Court-Jurisdiction of-Whether in relation to registered 
Office of the company or place at which the board makes the order under 
appeal. 
A 
B 
c 
The appellants filed a petition under Section 397/398 of the Com-
panies Act, 1956 before the Company Law Board in respect of a Company 
having its registered office at Madras. The Delhi Bench of the Company 
Law Board made an order against which an appeal was filed under Section 
lOF of the Companies Act. 1956 in the Delhi High Court by a shareholder, D 
Respondent No. 1. The Company also filed an appeal against the same 
order in the Madras High Court. The appellant raised a preliminary 
objection regarding maintainability of the appeal, filed In the Delhi High 
Court. The Delhi High Court rejected the preliminary objection and 
admitted the appeal. 
E 
Being aggrieved by the Delhi High Court's decision the appellant 
preferred the present appeal, contending that the appeal under Section 
lOF of the Companies Act would lies in the Madras High Court instead of 
the Delhi High Court, since the registered office of the concerned company 
situated in Madras. It was contended ~n behalf of the respondents that 
Section lOF must be construed as conferring jurisdiction 9n the High 
Court having jurisdiction in relation to the place at which the Company 
Law Board made the order under appeal. 
Allowing the appeal, the Court 
HELD : 1.1. The expression "the High Court" in Section lOF of the 
Companies Act means the High Court having jurisdiction in relation to 
the place at which the registered office of the company concerned is 
situated as indicated by Section 2(11) read with Section lO(l)(a) of the 
Companies Act [p. 658-E-F] 
645 
F 
G 
H 
A 
B 
646 
SUPREME COURT REPORTS [1993] SUPP. 2 S.C.}l. 
1.2. The Parliament, While inserting Section lOF in the Companies 
Act, 1956 appears to have merely emphasised that the appeal provided 
therein continues to lie to the High Court, as earlier, notwithstanding 
transfer of the original jurisdiction from the Company Judge of the High 
Court to the Company Law Board resulting in inapplicability of the Letters 
Patent. Express provision would have been made in the amendment to 
indicate a different or substituted appellate forum than the existing appel-
late forum if that was the intention of the amendment or jurisdiction of the 
court for the purpose of appeal had been altered in any manner. The 
absence of any indication in the amendment to suggest any change or 
substitution in the appellate forum is a pointer in the direction that the 
C same continued unaltered and the expression "the High Court" instead of 
"the Court" was used for the reason indicated by providing that the con-
cerned High Court continued to be the forum of appeal notwithstanding 
transfer of the original jurisdiction from the concerned High Court to the 
Company Law Board. The substitution of a new forum of appeal in place of 
D the existing forum in the concerned High Court cannot be inferred merely" 
from the transfer of the original jurisdiction to the Company Law Board in 
the absence of clear provision to that effect. [657-B; 654-G-H; 655-A-E] 
1.3. Use of the word 'the' before High Court is clearly intended to 
specify a particular High Court identified by Section lOF itself and, 
E therefore, it cannot be a High Court indicated by the subsequent act of the 
Company Law Board choosing the place of its sitting for making the order 
under appeal. It is also indicative of the clear intention of the legislature 
that the indication of the particular High Court has to be found in the 
existing provisions of the enactment and not by inference from any outside 
F 
provision or any Subsequent act of the Company Law Board or any other 
authority. It further lends assurance to the view that it excludes the 
possibility of any ambiguity in the expression and refers to a particular 
High Court envisaged by other provisions of the Act. [655-E-G] 
G 
1.4. The jurisdiction of the High Court under Article 226, if it be 
excercisable in respect of an order made by the Company Law Board, 
would be determined by the place where the cause of action, or any part 
of it arises and the Delhi High Court alone would not be the High Court 
for that purpose. The Hi
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