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Judgment
1.This Civil revision petition is directed against the order of the Company Law Board, Chennai dated 21.3.2000 sanctioning a Scheme u/s 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.
Though the civil miscellaneous petitions are posted for disposal the main revision petition it self had been taken up for disposal and heard.
A perusal of the order of the Company Law Board discloses that the Board has been receiving large number of complaints from depositors u/s
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.
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.
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.
The objections to the maintainability is twofold (A) The impugned order passed by the Company Law Board being one u/s 45QA of the
Reserve Bank of India Act, 1934,, an appellate remedy is provided u/s 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) u/s 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 u/s 10-F
of the Companies Act, notwithstanding the fact that the Company Law Board Southern Regional Bench, Chennai had passed the impugned order.
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.
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 u/s 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.
On the question of territorial jurisdiction having regard to the fact that the judgment of the Supreme Court in Stridewell Leathers (P) Ltd. and
others Vs. Bhankerpur Simbhaoli Beverages (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.
Therefore it is irresistable to conclude that an appeal u/s 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.
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 u/s 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.
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.
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.
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.
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
Co. Ltd.,Calcutta and Another Vs. The Collector of Customs, Calcutta, 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 Vs. Registrar of Trade Marks, Mumbai and Others, 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.
But having regard to the conclusions already arrived at as mentioned above, the civil revision petition is liable to be dismissed.
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.