STRIDEWELL LEATHERS (P) LTD. AND ORS.versusBHANKERPUR SIMBHAOLI BEVERAGES (P) LTD. AND ORS.

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

                           OCTOBER 5, 1993

                 [J.S. VERMA AND N.P. SINGH, JJ.]                            B

      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.                                                                      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       F
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
                                                                             G
      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]                                               H
                                   645
     646                  SUPREME COURT REPORTS [1993] SUPP. 2 S.C.}l.

A        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
B 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 High Court, within whose jurisdiction the registered
     office of the company concerned lies giving rise to at least a part of the
.H   cause of action, would be entitled to exercise the writ jurisdiction under
                      STRIDEWELL v. BEVERAGES                           647

Article 226 of the Constitution. It is a different matter that the existence A
of the efficacious remedy of statutory appeal under Section lOF would
justify refusal of interference under Article 226. It is difficult to accept that
even though the High Court having jurisdiction in relation to the place at
which the registered office of the company concerned is situate may be
entitled to entertain a writ petition against an order made by the Company B
Law Board, it would have no jurisdiction to entertain the statutory appeal
under Section lOJi' of the Companies Act in respect of the same company,
except in the case of the Delhi High Court. No such distinction between
High Courts can be envisaged. It was precisely to remove such an anomaly
in respect of the order made by the Central Government or the other
authorities situate in Delhi that the amendment was made in Article 226 C
as originally enacted in the Constitution. [657-8-F]

       1.5. In the instant case, the appeal against the order of the Company
Law Board would lie in the Madras High Court which has jurisdiction in
relation to the place at which the registered office of the company con-
cerned is situate and not the Delhi High Court merely because the order        D
was made by the Company Law Board at Delhi. [658-F-G]

     Arjun Prasad v. Shanti/al Shankarlal Shah and others, [1962) Supp. 2
SCR 402; and Shankarlal Aggarwal and Ors. v. Shankarlal Poddar and Ors.,
[1964) 1 SCR 717, referred to.                                                 E
        CIVIL APPELLATE JURISDICTION : Civil Appeal No. 5267 of
1993.

     From the Judgment and Order dated 29.7.93 of the Delhi High Court
in Company Appeal No. 21 of 1993.                                              F

     Dr. F.S. Nariman, Soli J. Sorabjee, Arjun Jaitley, Dushyant Dave, Ms.
Bina Gupta, Ms. Monika Mobil and S.C. Sharma for the Appellants.

     Shanti Bhushan, A.K. Sen, A.K. Aggarwala, AnuP. Bose, Asod Alvi
and Balraj Dewan for the Respondents.                                G

        The Judgment of the Court was delivered by

        VERMA, J. Leave granted.

        The main question for decision in this appeal is the meaning of the H
    648                   SUPREME COURT REPORTS [1993] SUPP. 2 S.C.R.

A expression "the High Court" in Section lOF of the Companies Act, 1956
    which has been inserted in the principle Act by the Companies (Amend-
    ment) Act, 1988 with effect from 31.5.1991. The controversy is whether the
    High Court to which the appeal lies under Section lOF from an order of
    the Company Law Board is the High Court having jurisdiction in relation
    to the place at which the registered office of the company is situate or it
B   is the High Court having jurisdiction in relation to the place at which the
    Company Law Board makes the order under appeal.

           The material facts giving rise to the above que.stion are only a few,
    as stated hereafter. A petition under Section 397/398 of the Companies
C   Act, 1956 was filed on behalf of the appellant, Stridewell Leathers Private
    Ltd. before the Company Law Board in respect of the company known as
    Shoe Specialities Pvt. Ltd. having its registered office at Madras. On
    28.5.1993, the Company Law Board in the Principal Bench at Delhi made
    an order in that petition against which an appeal was filed under Section
D   lOF in the Delhi High Court by a shareholder, respondent No. 1. The
    Company, Shoe Specialities Pvt. Ltd. also filed an appeal against the same
    order of the Company Law Board in the Madras High Court (CMA No.
    793-93) which is pending. A preliminary objection to maintainability of the
    appeal in the Delhi High Court was raised by the present appellants in the
    appeal filed in the Delhi High Court. The Delhi High Court rejected the
E   preliminary objection on 29.7.1993 and admitted that appeal. This appeal
    by special leave is against the Delhi High Court's order dated 29.7.1993
    rejecting the preliminary objection and holding the appeal to be main-
    tainable in the Delhi High Court.

F          The contention of Shri F.S. Nariman, learned counsel for the appel-
  l'lllts is that the expression "the High Court" in Section lOF must mean the
  High Court having jurisdiction in relation to the place at which the
  registered office of the company concerned is situate and, therefore, in the
  present case, the appeal under Section lOF of the Companies Act lies in
  the Madras High Court instead of the Delhi High Court, since the
G registered office of the concerned Company is situate in Madras. In short,
  the submission of Shri Nariman is that the scheme of the Companies Act
  gives this clear indication which is not nullified by any thing contained in
  Section lOF or the object for making this amendment. In reply, Shri AK.
  Sen and Shri Shanti Bhushan, on behalf of the respondents .contended, that
H Section lOF must be construed as conferring jurisdiction on the High Court
               STRIDEWELL v. BEVERAGES [VERMA, J.]                       649

having jurisdiction in relation to the place at which the Company Law           A
Board makes the order under appeal. Shri Sen contended that Section
lO(l)(a) does not provide any aid to the construction of the expression "the
High Court" in Section lOF since Section 10 relates to the original jurisdic-
tion and not to the forum of appeal provided by Section lOF. On behalf of
the respondents, it was contended that the transfer of original jurisdiction    B
from the High Courts to the Company Law Board in certain matters
results in conferment of jurisdiction in such matters only in the Company
Law Board instead of several High Courts is indicative of the scheme that
the appeal under Section lOF from an order of the Company Law Board
must also lie only to the centralised forum, namely, the High Court having
jurisdiction over the Company Law Board at the place of its location where      C
the order under appeal is made. Shri Shanti Bhushan also placed reliance
on clause 11 of the Letters Patent of the Lahore High Court which by the
historical process continues to be applicable to the Delhi High Court as a
further argument to support this submission and to contend that the appeal
in the present case lie to the Delhi High Court since the order was made        D
by the Company Law Board at Delhi.

      In view of the significance of this question which is bound to arise in
several cases hereafter and the fact that no clear indication is found in
Section lOF of the Companies Act to indicate which High Court is meant
as the forum of appeal in such situations, we heard elaborate arguments of      E
both sides for deciding the point in controversy. The point was debated
with considerable ability by the learned counsel for the parties which has
focused attention on the several nuances of the two points of view. It is
with this assistance, we proceed to consider and decide this controversy.
                                                                                F
      The Companies (Amendment) Act, 1988 which has inserted Section
lOF with effect from 31.5.1991 and has also made some simultaneous
changes in Section lOE brings about the establishment of an independent
Company Law Board to exercise the judicial functions exercised earlier by
the courts or the Central Government while providing an appeal to the
High Court under Section lOF against such orders of the Company law G
Board. The power under Sections 397 and 398 of the Companies Act,
exercised earlier by the court is one such power now exercised by the
Company Law Board so constituted. In short, the original jurisdiction of
the High Courts in respect of the matters under Sections 397 and 398 of
the Companies Act is 11ow transferred to the Company Law Bo~rd.           H
    650                     SUPREME COURT REPORTS (1993] SUPP. 2 S.C.R.

A         Earlier when the original jurisdiction was in the High Court deter-
    mmed by Section lO(l)(a) of the Act as the High Court having jurisdiction
    in relation to the place at which the registered office of the company
    concerned is situate, admittedly the appeal from any order passed by the
    Company Judge of the High Court in exercise of the original jurisdiction
    was to a Division Bench of the same High Court. The question, therefore,
B   is whether with the transfer of the original jurisdiction of High Courts to
    the Company Law Board in such matters, there is a similar substitution of
    the appellate forum to a centralised High Court having jurisdiction over
    the place of sitting of the Company Law Board where the order under
    appeal is made or the forum of appeal remains unaffected by the change
c   of the forum of original jurisdiction. This is the precise point for deter-
    mination in the present case.

           Section lOF gives no indication of substitution of the earlier forum
    of appeal by a new forum unless the expression "the High Court" means
    only one High Court in all matters notwithstanding the fact that earlier the
D   original jurisdiction was in different High Courts instead of in on forum
    now. Ordinarily, substitution of a new forum for the existing forum of
    appeal should not be readily inferred in the absence of a clear provision
    to that effect of at least any incongruity resulting from that view. There
    does not appear to be any incongruity in the view that forum of appeal
E   remains unaltered even though the forum of original jurisdiction is now
    centralised by transfer of the same from the different High Courts to the
    Company Law Board alone. It is now to be seen whether this impression
    on first principles is negatived by the relevant statutory provisions. It is also
    significant that neither Section lOE nor section lOF indicates any ter-
    ritorial nexus by providing the location of the Company Law Board, or
F   otherwise.

        In construing the meaning of the expression "the High Court" in
  Section lOF, it was urged by the learned counsel for the respondents,
  Section 10(1) of the Act does not furnish any aid since that relates to the
G original jurisdiction of the Court and not to the appellate jurisdiction
  contemplated by Section lOF. It would{be appropriate at this stage to quote
  the relevant provisions in the Companies Act which are as under :-

             "Definitions

H            2. In this Act, unless the context otherwise requires,-
       STRIDEWELL v. BEVERAGES [VERMA, J.]                      651

xxx                           xxx                             xxx      A
(ii) "the Court" means,--

   (a) with respect to any matter relating to a company (other
than any offence against this Act), the Court having jurisdiction
under this Act with respect to that matter relating to that company,   B
as provided in section 10;

xxx                           xxx                             xxx

''Jurisdiction of Courts.

10. (1) The Court having jurisdiction under this Act shall be---
                                                                       c
(a) The High Court having jurisdiction in relation to the place at
which the registered office of the company concerned is situate,
except to the extent to which jurisdiction has been conferred on
any District Court or District Courts subordinate to that High         D
Court in pursuance of sub-section (2) ; and

(b) where jurisdiction has been so conferred, the District Court in
regard to matters falling within the scope of the jurisdiction con-
ferred, in respect of companies having their registered offices in
the district.                                                          E
(2) The Central Government may, by notification in the Official
Gazette and subject to such restrictions, limitations and conditions
as it thinks fit, empower any District Court to exercise all or any
of the jurisdiction conferred by this Act upon the Court, not being    F
the jurisdiction conferred--

(a) in respect of companies generally, by sections 237, 391, 394,
395 and 397 to 407, both inclusive;

(b) in respect of companies with a paid-up share Capital of not G
less than one lakh of rupees, by Part VII (sections 425 to 560) and
the other provisions of this Act relating to the winding up of
companies.

(3) For the purposes of jurisdiction to wind up· companies, the
expression "registered office" means the place which has longest H,
    65;.                SUPREME COURT REPORTS [1993] SUPP. 2 S.C.R.

A          been the registered office of the company 'during the six months
           immediately preceding the presentation of the petition of winding
           up."

           "Constitution of Board of company Law Administration

B          lOF. (1) As soon as may be after the commencement of the
           Companies (Amendment) Act, 1988, the Central Government
           shall, by notification in the Official Gazette, constjtute a Board to
           be called the Board of company Law Administration.

           (lA):'the Company Law Board shall exercise and discharge such
c          powers and functions as may be conferred on it, by or under this
           Act or any other law, and shall also exercise and discharged such
           other powers and functions of the Central Government under this
           Act or any other law as may be conferred on it by the Central
           Government, by notification in the Official Gazette under the
D          provisions of this Act or that other law.

           (2) The Company Law Board shall consist of such number of
           members, not exceeding(nine), as the Central Government deems
           fits, to be appointed by that Government by notification in the
           Official Gazette:
E
           Provided that the Central Government may, by notification in the
           Official Gazette, continue the appointment of the chairman or any
           other member of the Company Law Board functioning as such
           immediately before the commencement of the Companies
           (Amendment) Act, 1988, as the chairman or any other member of
F
           the Company Law Board, after such commencement of such
           period not exceeding three years ~ may be specified in the
           notification.

           (2A) The members of the Company Law Board shall possess such
G          qualifications and experience as may be prescribed.

           (3) One of the members shall be appointed by the Central Govern-
           ment to be the chairman of the Company Law Board.

           (4) No act done by the Company Law Board shall be called in
H          question on the ground only of any defect in the constitution of,
       S1RIDEWELL v. BEVERAGES [VERMA, J.]                     653

or the existence of any vacancy, in the Company Law Board.            A
(4A) [Omitted by the Companies (Amendment) Act, 1988 w.e.f.
31-5-1991.

(4B) The Board may, by order in writing, from one or more
Benches from among its members and authorise each such Bench          B
to exercise and discharge such of the Board's powers and functions
as may be specified in the order; and every order made or act done
by a Bench in exercise of such powers or discharge of such
functions shall be deemed to be the order or act, as the case may
be, of the Board.
                                                                      c
(4C) Every Bench referred to in sub-section ( 4B) shall have powers
which are vested in a Court under the Code of Civil Procedure,
1908 (5 of 1908), while trying a suit, in respect of the following
matters, namely:-

(a) discovery and inspection of documents of other material objects
                                                                      D
producible as evidence;

(b) Enforcing the attendence of witnesses and requiring the
deposit of their expenses;
                                                                      E
(c) compelling the production of documents or other material
objects producible as evidence and impounding the same;

(d) examining witnesses on oath;

(e) granting adjournments;
                                                                      F
(f) reception of evidence on affidavits.

(4D) Every Bench shall be deemed to be a civil court for the
purposes of section 195 and Chapter XXVI of the Code of
Criminal Procedure, 1973 (2 of 1974), and every proceeding before     G
the Bench shall be deemed to be a ju,dicial proceeding within the
meaning of section 193 and 228 of the Indian Pe))al Code (45 of
1860), and for the purpose of section 196 of the Code.

(5) Without prejudice to the provisions of sub-sections (4C) and
(4D), the Company Law board shall in the exercise of its powers H
    654                  SUPREME COURT REPORTS [1993] SUPP. 2 S.C.R.

A           and the discharge of its functions under this Act or any other law
            be guided by the principles of natural justice and shall act in its
            discretion.

            (6) Subject to the foregoing provisions of this section, the Company
            Law Board shall have power to regulate its own procedure.
B
            Appeals against the orders of the Company Law Board.

            lOF. Any person aggrieved by any decision or order of the Com-
            pany Law Board may file an appeal to the High Court within sixty
            days from the date of communication of the decision or order of
c           the Company Law Board to him on any question of law arising out
            of such order:

            Provided that the High Court may, if it is satisfied that the appel-
            lant was prevented by sufficient cause from filing the appeal within
            the said period, allow it to be filed within a further period not
D           exceeding sixty days."

            ''Appeals from orders.

            483. Appeals from any order made, or decision given, in the matter
            of the winding up of a company by the Court shall lie to the same
E           Court to which, in the same manner in which, and subject to the
            same conditions under which, appeals lie from any order or
            decision of the Court in cases within its ordinary jurisdiction".

         There can be no doubt that in case the forum of appeal was indicated
  in Section lOF by use of the expression"the Court" instead of "the High
F Court" then by virtue of the definition of the expression "the Court" in
  Section 2(11), the concerned court would have to be. determined as
  provided in Section 10 but there may have been some ambiguity whether
  that expression means "the High Court" or "the District Court" mentioned
  in clause (a) or clause (b) of sub-section (1) of Section 10. This ambiguity
G is removed by use of the expression "the High Court" in Section lOF which
  unmistakably points to clause (a) of sub-section (1) of Section 10 and this
   appears to be the reason for use of the expression "the High Court" instead
  of "the Court" in Section lOF. There is nothing in any of these provisions
   to exclude the application of Section lO(l)(a) for construing the meaning
   of the expression " the High Court" in Section lOF since the context does
H not require otherwise and such a construction prevents a hiatus. Care was
               STRIDEWELL v. BEVERAGES [VERMA,J.]                       655

 taken to define the expression " the Court" in Section 2(11) of the Act A
 providing clearly that the meaning is as provided in Section 10 unless the
 context otherwise requires; and Section 10 providing for the jurisdiction of
 courts then says that the Court having jurisdiction under the Act would be
 the High Court or the District Court indicated therein. It is unlikely that
 with such care taken in the principal Act to define "the Court" and also
specify the court having jurisdiction under the Act, any ambiguity would B
be left while amending the principal Act in this manner for any doubt about
 the forum of appeal if it was intended to be different from the existing
 appellate forum indicated by Section 10(1) (a). We have no doubt that
express provision would have been made in the amendment to indicate a
different or substituted appellate forum than the existing appellate forum C
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 same c,ontinued
unaltered and the expression "the High Court" instead of "the Court" was
used for the reason indicated by providing that the concerned High Court D
continued to be the forum gf appi;:al notwithstanding transfer of the
original jurisdiction from the concerned High Court to the Company Law
Board. It does appear to us that substitution of a new forum of appeal in
place of the existing forum in the concerned High Court, as contended by
the respondents cannot be inferred merely from the transfer of the original
jurisdiction to the Company Law Board in the absence of clear provision E
to that effect.

        Use of the word 'the' before High Court is clearly intended to specify
a particular High Court identified by Section lOF, i.tself and, therefore, it
cannot be a High Court indicated by the subsequent act of the Company F
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
indicatfon of the particular High Court to be found in the existing
provisions of the enactment and not by inference from any outside
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 pos- G
sibility of any ani_giguity in the fixp;ession and refers to a particular High
Court envisaged by other provisions of this Act.

     The provision in Section lOE for the Company Law Board to have
m9re than one Bench and the Company Law Board Regulations 1991                H
    656                   SUPREME COURT REPORTS (1993] SUPP. 2 S.0.R.

A framed under Section lOE (6) of the Act providing for sitting of .tlte
  Benches at different places in the country does not give any clue to the
  construction of the expression "the High Court " in Section lOF. On behalf
  of the respondents it was urged, that all appeals under Section lOF would
  lie to the Delhi High Court where the Principal bench of the Company
  Law Board ordinarily sits but if the order under appeal is made at any
B other place in the country where the Bench sits, then the High Court having
  jurisdiction over that place can entertain the appeal. In our opinion, this is
  too nebulous a concept for deciding the question of jurisdiction and
  determination of the forum of appeal and, 'if accepted would tend to
  empower the Company Law Board to determine the forum of appeal by
C the choice of place of sitting under the Regulations for making the order.
  We liave no doubt that the forum of appeal indicated in Section lOF is a
  definite forum determined by the provisions of the Act and not by the
  Regulations framed by the Company Law Board under Section lOE (6) or
  the place of its sitting under the Regulations. These Regulations framed by
D the Company Law Board to regulate its own procedure are, therefore, of
  no assistance for decision of the controversy.

          It may be mentioned that the original jurisdiction to try a petition of
    winding up of a company continues to remain in the concerned High Court
    even though the original jurisdiction in respect of a petition under Sections
E   397 and 398 is transferred to the Company Law Board. It is obvious that
    the appeal against an order made by the Company Judge of the High Court
    in a winding up petition continues to lie before a Division Bench in the
    same High Court. If the construction suggested on behalf of the respon-
    dents be correct then that High Court would have no jurisdiction to
F   entertain an appeal against the Company Law Board's order while appeal
    from the Company Judge's order in a winding up petition in respect of the
    same company would lie there. This appears to be incongruous. A possible
    anomaly of this kind would be prevented by taking the view which we have
    indicated.

G           InAljun Prasad v. Shanti/al Shankarlal Shah and others, [1962] Supp.
     2 SCR 402, the question was whether the appeal provided by Section 153(7)
     of the Indian Companies Act, 1913 lay to the High Court or to the Supreme
     Court. It was held that an appeal from the order of the Company Judge
     lay to th'e High Court under clause 10 of the Letters Patent and not to the
H    Supreme Court. In Shankarlal Aggarwal and Ors. v. Shankarlal Poddar and
                    STRIDEWELL v. BEVERAGES [VERMA, J.]                        657

    Ors., (1964] 1 SCR 717, it was held that an appeal under Sect.ion 202 of the      A
    Indian Companies Act, 1913 lay from the decision of the Company Judge
    to the High Court. In this background, the Parliament, while inserting
    Section lOF in the Companies Act, 1956, appears to have merely em-
    phasised that the appeal provided therein continues to lie to the High
J   Court, as earlier, notwithstanding transfer of the original jurisdiction from     B
    the Company Judge of the High Court to the Company Law Board
    resulting in inapplicability of the Letters patent.

            It is also noteworthy that the jurisdiction of the High Courts 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               C
     of action, or any part of it arises and the Delhi High Court alone would
    not be the High Court for that purpose. The High Court, within whose
    jurisdiction the registered office of the company concerned lies giving rise
    to at least a part of the cause of action, would be entitled to exercise the
    writ jurisdiction under Article 226 of the Constitution. It is a different        D
    matter that the existence of the efficacious remedy of statutory appeal
    under Section lOF would justify refusal of interference under Article 226.
    The Parliament could not have been unaware of this situation. This being
    so, it is difficult to accept that even though the High Court !laving jurisdic-
    tion in relation to the place at which the registered office of the company
    concerned is situated may be entitled to entertain a writ petition against        E
    an order made by the Company Law Board, it would have no jurisdiction
    to entertain the statutory appeal under Section lOF of the Companies Act
    in respect of the same company, except in the case of the Delhi High Court.
    No such distinction between the High Courts can be envisaged. It was
    precisely to remove such an anomaly in respect of the orders made by the          F
    Central Government or the other authorities situate in Delhi that the
    amendment was made in Article 226 as originally ~nacted in the Constitu-
    tion. It is difficult to accept that, after that experience, a retrograde step
    was taken while enacting Section lOF, as suggested by the respondents.

          Both sides have placed reliance on Section 54 of the Foreign Ex-            G
    change Regulation Act, 1973 (for short "FERA") which provides an appeal
    to the High Court from any decision or order of the Appellate Board
    constituted under the Act. An explanation has been added therein to give
    the meaning of the expression "High Court". The absence of a similar
    explanation in Section lOF of the Companies Act is relied on by both sides        H
    658                   SUPREME COURT REPORTS [1993] SUPP. 2 S.C.R.

A   to support the rival contentions. In our opinion, the absence of a similar
    explanation in Section lOF does not support the respondents contention.
    In the absence of provisions like Sections 2(11) and 10(1) (a) of the
    Companies Act in the FERA, addition of explanation in Section 54 of the
    FERA, appears to have been considered necessary to remove any possible
    ambiguity. The other provisions in . the Companies Act, 1956 and the
B   historical background did not require any such explanation in Section lOF.

           We are also both impressed by the argument of Shri Shanti Bhushan
    based on clause 11 of the Letters Patent of the Lahore High Court. In the
    first place any general provision for appeal must given way to the special
C   provision made in the Companies Act. The provision of appeal by insertion
    of Section lOF is in substitution of the provision in the Letters Patent or
    similar enactment providing for appeal against orders of the Company
    Judge when the original jurisdiction was in the High Courts. If the con-
    struction made by us of Section lOF and the other relevant provisions of
D   the Companies Act is correct, the provision in the Letters Patent of the
    Lahore High Court would not be material for deciding which High Court
    has jurisdiction to entertain the appeal since the appeal would lie by virtue
    of the specific provision in Section lOF of the con:ipanies Act. In this
    context, any further discussion of the provision in the Letters Patent of any
    High Court cannot have any significance.
E
           For the aforesaid reasons, we are of the opinion that the e"Pfession
     "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 situate as indicated by Section 2(11)
F   .rea? with Section fO(l)(a) of the Act. Accordingly, in the present case, the
     appeal against the order of the Company Law Board would lie in the
     Madras High Court which has jurisdiction in relation to the place at which
     the registered office of the company concerned is situate and not the Delhi
     High Court merely because the order was made by the Company Law
     Board at Delhi. This appeal is allowed and the impugned order made by
G    the Delhi High Court is set aside resulting in acceptance of the preliminary
     objection raised by the appellants in the Delhi High Court. The Delhi High
     Court will now make the consequential order. No costs.

    V.M.                                                        Appeal allowed.
H