Case: The Brihan Maharashtra Sugarsyndicate Ltd Vs. Janardan Ramchandra Kulkarniand Others

1. Respondents Nos. 1 to 4 are share- holders in the company which is the appellant in this case. They made an application against the appellant and its directors under S. 153-C of the Companies Act, 1913 before that Act was repealed on April 1, 1956, as hereinafter mentioned, for certain reliefs which it is not necessary to State. This Act will be referred to as the Act of 1913. This application had been made to the Court of the District Judge of Poona which Court had been empowered to exercise jurisdiction under the Act of 1913 by a notification issued by the Government of Bombay under S. 3(1) of that Act. Before the application could be disposed of by the District Judge, Poona, the Act of 1913 was repealed and reenacted on April 1, 1956, by the Companies Act of 1956, which will be referred to as the Act of 1956.2. On or about June 28, 1956, the appellant made an application to the District Judge of Poona for an order dismissing the application under S. 153-C of the Act of 1913 on the ground that on the repeal of that Act the Court had ceased to have jurisdiction to deal with it. The District Judge of Poona dismissed this application. The appellants appeal to the High Court of Bombay against this dismissal also failed. Hence the present appeal.

Reasoning: We do not consider it necessary to pronounce on this question for it seems to us clear that that proceeding can be continued in spite of the repeal of the Act of 1913 in view of S. 6 of the General Clausesit so Section 6 of the General Clauses Act none the less remains applicable with respect to the effect of the repeal of the Act ofis no dispute that S. 153-C of the Act of 1913 gave certain rights to the share-holders of a company and put the company as also its directors and managing agents under certain liabilities. The application under that section was for enforcement of these rights and liabilities. Section 6 of the General Clauses Act would therefore preserve the rights and liabilities created by S. 153-C of the Act of 1913 and a continuance of the proceeding in respect thereof would be competent in spite of the repeal of the Act of 1913, unless of course a different intention could befind nothing there to support this view. That section only says that where the winding up of a company commences before the commencement of the act Of 1956, the company shall be wound up as if that Act had not been passed, but S 555(7) of the Act of 1956 will apply in respect of moneys paid into the Companies Liquidation Account. All that this section does is to make the provisions of the repealed Act applicable to the winding up notwithstanding the repeal. The provisions of S. 555(7) need not be referred to as they do not affect the question. Section 647 of the Act of 1956 therefore indicates no intention that the rights created by S. 153-C of the Act of 1913 shall be destroyed. Nor is an argument tenable that since by S. 647 the act of 1956 expressly makes the repealed Act applicable to a winding up commenced under it, it impliedly indicates that in other matters the repealed Act cannot be resorted to, for, in view of S. 658 of the Act of 1956, the mention of a particular matter in S. 647 would not prejudice the application of S. 6 of the General Clauses Act;in other words, nothing in S. 647 is to be understood as indicating an intention that S. 6 of the General Clauses Act is not to apply. On the other hand, the parties are agreed that the provisions of S. 153-C of the Act of 1913 have been substantially re-enacted by the Act of 1956 and this would indicate an intention not to destroy the rights created by S. 153-C.We are unable to accept these contentions. Section 10 of the Act of 1956 deals only with the jurisdiction of courts. It shows that the District Courts can no longer be empowered to deal with applications under the Act of 1956 in respect of matters contemplated by S. 153-C of the Act of 1913. This does not indicate that the rights created by S. 153-C of the act of 1913 were intended to be destroyed. As we have earlier pointed out from 1955-1 SCR 893  : ( (S) AIR 1955 SC 84 ) the contrary intention in the repealing Act must show that the rights under the old Act were intended to be destroyed in order to prevent the application of S. 6 of the General Clauses Act. But it is said that S. 24 of the General Clauses Act puts an end to the notification giving power to the District Judge, Poona to hear the application under S. 153-C of the Act of 1913 as that notification is inconsistent with S. 10 of the Act of 1956 and the District Judge cannot, therefore, continue to deal with the application.Section 24 does not however purport to put an end to any notification. It is not intended to terminate any notification; all it does is to continue a notification in force in the state circumstances after the Act under which it was issued, is repealed. Section 24 therefore does not cancel the notification empowering the District Judge of Poona to exercise jurisdiction under the Act of 1913. It seems to us that since under S. 6 of the General Clauses Act the proceeding in respect of the application under S. 153-C of the Act of 1913 may be continued after the repeal of that Act, it follows that the District Judge of Poona continues to have jurisdiction to entertain it. If it were not so, then S. 6 would become infructuous.