1 coaap30-11.doc IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVILJURISDICTION COMPANY APPEAL NO.30 OF 2010 IN CLB EXECUTION APPLICATION NO.479 OF 2008 IN CLB COMPANY PETITION NO.86 OF 2004 Vimal K. Kacholia & Ors. .. Appellant Versus M/s.NTB International Pvt. Ltd. & Ors. .. Respondents Mr.Zal Andhyarujina with Vishwabhushan Kamble and Amit Surve i/b. Khaitan & Jayakar for appellant Mr.Rahul Chitnis with Vivek Shenoy i/b. DSK Legal for respondent CORAM : S.C.DHARMADHIKARI, J. 9th September 2011. P.C.: 1] Heard both sides. This appeal challenges an order passed by the Company Law Board, New Delhi dated 15th January 2010 dismissing Company Application No.479 of 2008. 2 coaap30-11.doc 2] That application was filed by the original petitioners in Company Petition No.86 of 2004. That company petition was decided by the CLB on 29th June 2007. 3] Mr.Andhyarujina, learned Counsel appearing for appellants submits that the CLB has proceeded on the basis that the application made, seeks enforcement and execution of the order of CLB. In effect what the appellants were seeking was clarification of the order so as to include the Issue of 6666 shares and it could not have been treated as an application seeking enforcement of the order of CLB. In any event, even if the said application is treated as an application for execution of the order of CLB, yet, that order itself in clearest terms directs that the increase in the authorised share capital of respondent company from Rs.20 lakhs to Rs.60 lakhs and allotment thereof is declared to be null and void and status quo ante is restored and such restoration of status quo ante would mean that the allotment of 6666 shares should also be set aside and the shares be restored to the same position as they were prior to the action of contesting respondents. In these circumstances, dismissing the application insofar as this relief is concerned, gives 3 coaap30-11.doc rise to question of law for which this appeal must be entertained. 3] Mr.Chitnis learned Counsel appearing for contesting respondents on the other hand submits that the application has been rightly treated as application for enforcement of the order. The order has been enforced as is clear and the issue of 6666 shares was never the subject matter of the proceedings. Now, the scope of the order of the CLB has been sought to be widened by including this issue in the words “status quo ante” . The order must be read in its entirety. If so read the words “status quo ante” is used in relation to the increase in the share capital from Rs.20 lakhs to Rs. 60 lakhs and that has to be restored to the position prior to the increase. Nothing more can be read into in this direction and particularly with regard to the allotment. For all these reasons, there is no question of law involved and this is nothing but seeking re-appreciation and re-appraisal of the factual material, which is impermissible in the limited jurisdiction of this Court. 4] Having heared the learned Counsel for parties and with their assistance perusing the order of the CLB, I am of the opinion that 4 coaap30-11.doc the appeal is liable to be dismissed. The appeal does not give rise to any question of law. The Principal Bench of CLB before which the Execution Application No.479 of 2008 in Company Petition No. 86 of 2004 was filed, decided the main petition on 29th July 2007. While deciding the said matter, the CLB directed that the act of so called vacation of office by original petitioner No.1 as manipulated by the original respondent is held to be null and void and the status quo ante is restored. Consequently, the original petitioner No.1 continues to be a director on the board of directors of the respondent company. The increase in the authorised share capital of the respondent company from Rs.20 lakhs to Rs.60 lakhs and allotment thereof is hereby declared to be null and void and status quo ante is restored. The appellants before me have rightly understood this order as being concerned with the increase in the authorised share capital from Rs.20 lakhs to Rs.60 lakhs and the allotment in relation thereto is declared null and void. Therefore, the status quo ante with regard to the authorised share capital has been restored. What they were seeking to pray by application for execution and enforcement of the said order is to revoke and cancel the allotment of 6666 shares acquired for respondent No.2 Kamal 5 coaap30-11.doc Kacholia from respondent No.3 and to allot the same equally between the applicant No.1 Vimal Kacholia and respondent No.3 Naval Kacholia as also directing the respondent Nos. 1 and 2 to pay remuneration of applicant No.1. That aspect to my mind, on a perusal of the main order and the impugned order does not seem to be the subject matter of adjudication. The CLB was, therefore, right in holding that the order that has been passed in the main proceeding has been complied with and in any event, there is an appeal pending challenging that order at the instance of the contesting respondents before me, which appeal has been admitted by this Court and interim order has been denied on the basis that the order on the main proceedings stands complied with. 5] Now, the CLB rightly held that the appellants original applicants before CLB cannot be permitted to seek relief which was neither prayed for in the main petition nor granted by the CLB. That is the finding of fact based on reading of the order on the main matter and considering the materials that were produced in support of the application for enforcement. To my mind that does not give rise to any question of law. The finding is based essentially on the 6 coaap30-11.doc materials, including pleadings in the main petition and the order passed on the same on 29th June 2007. In such circumstances, no case is made out for admitting this appeal. It is accordingly dismissed but without any costs. (S.C.DHARMADHIKARI, J)