PADMA KHASTGIR, J. ( 1 ) THIS application has been taken out by Hanuman Prosad Verma Shyam Chandra Ghosh and Upendra Charan Pal against the Company Messrs. Stock and Finance Ltd. and Ors. For various relief's in the nature of directions on the special officer to prepare a correct list of members and upon approval of the said list the special officer be authorized to issue share certificates to members who have not received the same, a direction upon the special officer to assess in respect of each of the directors of the amount of remuneration drawn by them in violation of S. 314 of the Companies Act and upon such determination necessary orders be passed directing each of the directors to refund to the Company the amounts received by them in violation of the provisions of the Companies Act, a direction upon the special officer to calculate the amounts taken by H. C. Mitra, P. C. Mitra, A. Mitra and Tarun K. Mukherjee either individually or jointly by different methods without proper accounting or supporting documents including cash shortages, detected in the cash book, direction upon the special officer to calculate the rent received from the company by Sri H. C. Mitra, and also for a declaration that H. C. Mitra, P. C. Mitra, A. Mitra, Tarun K. Mukherjee have conducted either individually or jointly the affairs of the company with the intent to defraud and/or deceive the other members, creditors and public an large and have falsified books and have altered records to avoid liabilities and/or punishments, enquiry as to non-maintenance of the statutory booms, enquiry as to the damages suffered by the Company on account of various acts of misfeasance committed by H. C. Mitra, P. C. Mitra and Tarun K. Mukherjee and for other consequential reliefs. This application has been taken out in the matter of Company petition No. 323 of 1975. ( 2 ) MR. S. B. Mukherjee, appeared in support of this application and sub-mitted this application is arising out of the said Company petition being NO. 323 of 1975 which was taken out on 20th September, 1975 under Ss. 397, 398, 399, 403, and 406 of the Companies Act for various reliefs. On the aid application various orders were passed from time to time and finally an order was passed by Mr. Justice Salil k. Roy Chowdhury on 1st of March, 1977. 323 of 1975 which was taken out on 20th September, 1975 under Ss. 397, 398, 399, 403, and 406 of the Companies Act for various reliefs. On the aid application various orders were passed from time to time and finally an order was passed by Mr. Justice Salil k. Roy Chowdhury on 1st of March, 1977. Against the judgment and order the learned Trial Court an appeal was preferred on May 7, 1979 and the appeal was disposed of by the Learned Appeal Court presided over by Mr. Justice A. N. Sen and Mr. Justice B. C. Basak. The order passed both by the trial Court as also by the Appeal Court have been annexed to the petition. ( 3 ) UNDER clause 15 of the Appeal Court's order liberty was given to the special officer and all parties to apply to Court for appropriate direction and it was further directed in the said order that such application for any direction whether oral or written must be made before the learned company Judge. As Mr. Bimalesh Roychowdhury, a Chartered Accountant was appointed the special officer and the learned Company Judge being known to the said Mr. Roy Chowdhury did not take up the present application and it was a specially assigned to this court for determination the said application. The main point of opposition in this application is that the said company petition under Ss. 397 and 398 being disposed of by the Appeal Court there is no lis pending in which the present application could be made. It has been submitted that schedule II to the Companies Act could only apply in a case where an application had been taken out in the course of proceedings of such petition. Under the circumstances the application under Ss. 397 and 398 being finally disposed of by the learned Appeal Court there is no proceedings under Ss. 397 and 398 in which the present application could be made. It has been submitted by the respondents that not only a novel procedure had been adopted by the petitioner but in fact the petitioners had lost their case under S. 397 as also S. 398 proceedings, by not being able to obtain a by order in their favour. 397 and 398 in which the present application could be made. It has been submitted by the respondents that not only a novel procedure had been adopted by the petitioner but in fact the petitioners had lost their case under S. 397 as also S. 398 proceedings, by not being able to obtain a by order in their favour. On the contrary after having taint part in the election directed to be held by the Appeal Court in which not only all the applicants participated in the said meeting but some of the parties allowed themselves to be held as the candidates for such election and after having lost at such meeting held by the Special Officer Pursuant to the order of the Appeal Court, by overwhelming majority, they have frantically come before this Court for getting reliefs on an application which is not maintainable in law. Under the Company Court Rules 11 sub-rule 18 and 19 all such petitions could be made in the course of the proceedings taken under S. 397 and 398 of the Companies Act. ( 4 ) MR. Somnath Chatterjee opposed this application with Mr. P. C. Sen and Mr. Dipak Basu. He submitted that on merits, the reliefs that have been prayed for are declaratory in nature and also in effect the applicants are seeking that this Court should delegate its powers of investigation to a Special Officer. Moreover by granting the reliefs this Court would take punitive actions against he respondents in a summary manner without affording them an opportunity of meeting the charges leveled against them. Moreover all the reliefs that have been prayed for in this petition is based on the report prepared by the Special Officer Sri Bimalesh Roychowdhury. In some of the finding the Special Officer had remarked that in the absence of books of account and other relevant documents it was not possible for him to come to any final finding. Under the circumstances it would be extremely unsafe and hard on the respondents if this court directs such an enquiry to be made as prayed for on a report which is not conclusive in nature. Under these circumstances the respondents prayed that this application should be dismissed with const not only on the ground that such application is not maintainable in law but also on merits. Under these circumstances the respondents prayed that this application should be dismissed with const not only on the ground that such application is not maintainable in law but also on merits. ( 5 ) UNDER Rule 11 sub-rule 18 application for a declaration under S. 542 (Schedule XI) can be made in the course of proceedings under S. 397 or S. 398 that a person who was knowingly a party to the carrying on business in a fraudulent manner shall be personally liable for all or any of the debts or other liabilities of the company. According to Mr. S. B. Mukherjee the present application has been taken out under the said rule hence declaration as prayed for could also be granted on an application. Section 406 of the Companies Act provides that in relation to an application under S. 398 or 398 Ss. 339 to 344 both inclusive shall apply in the form set forth in schedule XI. The provisions of Ss. 539 to 544 deal with offences by officers of the company after winding up, involving penalties for falsification of books, frauds committed by the officers failure to keep proper accounts, fraudulent conduct of the business and of the power of the Court to assess damages against such delinquent officers. The same provisions are, by schedule XI made applicable to cases where, without any proceedings being taken fro winding up, proceedings are taken under S. 397 or S. 398 for relief against an oppression or mis-management. AS regards the procedure to be adopted in respect of applications those are specified in Schedule XI, Company Court Rules 11 more particularly, sub-rule 18 and 19. The question that has arisen in this proceeding is whether after the termination of the proceedings under S. 397 or S. 398 whether any subsequent application could be made in the same matter under S. 397 or S. 398 for further reliefs. It is the definite case of respondents that the proceedings started under S. 397 and S. 398 in the year 1975 before Salil K. Roychowdhury, J. had terminated with the order passed by the learned Appeal Court as indicated earlier. It is the definite case of respondents that the proceedings started under S. 397 and S. 398 in the year 1975 before Salil K. Roychowdhury, J. had terminated with the order passed by the learned Appeal Court as indicated earlier. No reservation has been made in the said order for any future action as it is done in most of the cases where under the matter is kept pending for sometime to enable the patties to exhaust their remedies in respect of the said 397 and 398 proceedings. In the instant case no such reservation was made on the contrary the aggrived persons participated in the election held by the Special Officer pursuant to the order of the Court and being defeated at such election they have come up again to agitate on some points which were before the learned appeal Court but no order was passed in their favour. As for instance there was a prayer before the leaned Appeal Court, for preparation of a fresh list of shareholders by the Special Officer and there were similar allegations before the learned Appeal Court and the learned Appeal Court chose not to grant any order in their favour. Hance the respondents have termed this proceeding as a 'second round of fight' over the same cause of action. Although it is the submission of Mr. Mukherjee that the use of the work "in relation to' appearing under S. 406 indicates that any application could be taken out in relation to a proceedings under Ss. 397 or 398. Moreover the use of the word "in relation to" an application indicates that subsequent applications could be taken out in relation to any matter arising out of Ss. 397 or 398 proceedings, and this application is definitely in relation to such proceedings under Ss. 397 and 398 as necessary directions had been sought for in view of the report submitted by Mr. Roychwodhury, the Special Officer appointed under the order of the learned Appeal Court. Where as it is the case of the respondents that in view of the provisions of rule 11 of the Company Court Rules, sub-rules, 18 and 19 indicate that such application for any declaration under schedule XI could be taken in the course of proceedings under Ss. 397 or 398. Where as it is the case of the respondents that in view of the provisions of rule 11 of the Company Court Rules, sub-rules, 18 and 19 indicate that such application for any declaration under schedule XI could be taken in the course of proceedings under Ss. 397 or 398. In view of the said proceedings under S. 397 and 398 having come to an end there is no 'lis' pending in the course of which the present application could have been taken out. ( 6 ) ALTHOUGH in the learned Appeal Court's order it has been mentioned that the parties would have liberty to apply but such liberty did not entitle the petitioners to take such proceeding afresh. The expression 'liberty to apply' has been interpreted in the case reported in 1951 (2) AER page 574 as to apply for direction for the purpose of clearly working out the order passed. In the learned Appeal Court's order although a direction had been given to apply for direction such could not be construed to mean that the liberty and been given to re-open the case all over again on all the points which were befor the learned Appeal Court or to obtain orders which are punitive in effect summarily. The other shareholders of the company have no grievance except those who had been defeated by the majority votes of the shareholders. Hence the petitioners cannot take advantage of the liberty given by the learned Appeal Court in the said order. ( 7 ) IN the case reported in AIR 1964 Gujrat page 107 (Kolaba Land and Mill Co. Ltd. V. Vasant Investment Corpn. Ltd. and Ors.) it has been held that the application for must be preceded by appearance of evidence on record of a petition under S. 397 or 398 and in the course of the proceedings therein. It is necessary that at least some materials therefore must appear in the course of proceedings under S. 397 and 398. According to this decision proceedings under S. 543 should be by independent and fresh application. "prima facie the enquiry under S. 398 has no connection with the enquiry under S. 543 (Schedule XI at least in so far as the enquiry under the latter section is to be directed against the promoters and past officers of the Company. According to this decision proceedings under S. 543 should be by independent and fresh application. "prima facie the enquiry under S. 398 has no connection with the enquiry under S. 543 (Schedule XI at least in so far as the enquiry under the latter section is to be directed against the promoters and past officers of the Company. But, at the same time, it cannot be said that there is a complete divorce between the objects of Ss. 397 and /or 398 on the one hand and those of S. 543 (Schedule XI) on the other. Section 543 has been designed with a view to provide a summary remedy to creditors and shareholder of a company which enables them to obtain an order for compelling the delinquent officers of the company to contribute towards the funds and assets of he Company which they have illegally obtained during the course of their management or which have been lost as a result of such management. Under the general law of the land, a right to resort to such summary procedure is not given to any creditor or shareholder of the company whilst the company is in existence. That right is not an absolute or untrammeled right. The right is circumscribed or limited by the conditions mentioned in S. 543 (Schedule XI) and one of the conditions mentioned is that, before an application for examination of the person concerned and an order for compensation are made against him, prime facie evidence must appear against such concerned person in the course of a proceeding under S. 397 or 398. Therefore, a proceeding under S. 543 (Schedule XI) is an emanation form a proceeding under S. 397 or 398. All that an application under it is that a case for misfeasance has come to light in the course of a petition under S. 397 or 398. In order to make an application under S. 543 (Schedule XI) it is not necessary that a proceeding under S. 397 or S. 398 should be subsisting. Petition under S. 398 need not be dismissed outright. Once a petition is brought on the file of a Court, it is entirely discretionary with the Court as to when he proceeding therein should terminate. ""thus a fresh application is necessary for starting proceedings under S. 543 (Schedule XI ). Petitions under Ss. Petition under S. 398 need not be dismissed outright. Once a petition is brought on the file of a Court, it is entirely discretionary with the Court as to when he proceeding therein should terminate. ""thus a fresh application is necessary for starting proceedings under S. 543 (Schedule XI ). Petitions under Ss. 397 or 398 and 543 (Schedule XI) cannot be combined together or simultaneously made. The petition under the latter Section must follow after a prima facie case has come into light in the course of proceedings under the former sections. A Court dealing with a petition under S. 397 or S. 398 has nothing to do with the launching of proceedings under S. 543 (schedule XI), but that it is a matter which is entirely within the scope of he right of a creditor or a member. The application under S. 543 (Schedule XI) must be by an independent application. " ( 8 ) IN the case reported in 1966 (36) Company Cases 371 at 375 Life Insurance Corporation of India v. Haridas Mundra and Ors. It was held that in a particular case the Board of Directors was guilty of mis-conduct and one of the directors was liable to pay compensation to the Corporation to the tune of Rs. 6,65,492/- under S. 543 read with Schedule XI. It was further held that in the proceedings under S. 389 and 399 it is open to Court to order a director to away compensation under S. 543 read with Schedule XI. It was further held that in the proceedings under S. 389 and 399 it is open to Court to order a director to pay compensation under S. 543 read with Schedule XI although there is no separate application under S. 543. When the said judgment was given by the Gujrat High Court in the case reported in AIR 1964 Gujarat page 107 the rules framed by the Supreme Court under the Companies Act did not come into existence. Rule 11 mentions application which are to be made by petition amongst these application is included in clause 19 an application under S. 543 (Schedule XI) in the course of proceedings under S. 397 and 398 of the Act. Rule 11 mentions application which are to be made by petition amongst these application is included in clause 19 an application under S. 543 (Schedule XI) in the course of proceedings under S. 397 and 398 of the Act. It was observed in the said judgment that the application before the learned Judge was not in accordance with the present rules framed under the Companies Act as theses rules were not in existence, circumscribing the procedure that was to be adopted by the applicant. The learned Judge observed that an application under S. 543 (Schedule XI) must be made after the petition under S. 397 or 398 was filed cannot be supported in view of the rules that have been framed there under. Moreover from the said case it would not appear whether the said proceedings under Ss. 397 and 398 come to an end or they were pending at the time when an application was teamed out under S. 543. The main dispute arose in that case is as to whether an application under S. 397 and 398 as also an application under S. 543 should be made simultaneously combining the said applications together or an application under S. 543 could only be taken after a prima facie case has come to light in the course of the proceedings under S. 397 and 398. The learned Judge was of the view that S. 543 should be an independent petition and could only be taken as a sub-application under the main petition under S. 397 or 398 as according to the learned Judge a court dealing with a petition under S. 397 or 398 has nothing to do with the launching of proceedings under S. 543 (Schedule XI) as according to the learned Judge it is a matter entirely with in the scope of the right of a creditor o a member. Hence the learned Judge held that an application under S. 543 must be by an independent application but there is no finding in the said judgment that such an independent application could be made even after the proceedings under S. 397 or 398 has come to an end. The rule provides that such application be taken in the course of the proceedings under S. 397 or 398 under Clause 19 in rule 11. The rule provides that such application be taken in the course of the proceedings under S. 397 or 398 under Clause 19 in rule 11. In fact the main application in that particular case was adjourned for a period of three months within which period either the petitioner company or any other person interested in the matter could take such steps as necessary in regards to the acts of misfeasance alleged to have been committed by the respondents and the matter was adjourned for final orders after three months. Under the circumstances it appears that the main petition under S. 397 and 398 was kept pending by the learned Judge to enable the aggrieved party to take out necessary application in the course of such proceedings. ( 9 ) THE provision of Schedule XI and Ss. 539 to 544 could be availed of in the course of proceedings under S. 397 and 398 even S. 406 of the Companies Act provides that in relation to Ss. 397 and 398 and Ss. 539 to 544 both inclusive shall apply in the form set forth in schedule XI. The provision of Ss. 539 to 544 have been set out under Schedule XI even the Company Court Rules, Rule 11 sub-rule 18 and 19 provides that application for a declaration under S. 542 (schedule XI) in then course of proceedings. Under S. 397 or 398. Similarly under sub-rule 19 in cases of application by a creditor or member under S. 543 (Schedule XI) be made in the course of proceedings under S. 397 or 398. To take advantage of n schedule XI the rules framed under the Companies Act will have to be adhered to. Under the circumstances the procedures laid down under the Companies Act and the Company Court Rules must be followed and the petitioner cannot adopt a procedure which is not yet known in law. The expression "emanate from" is not the language used under the statute and/or the rules framed thereunder. Hence it is not in consonance with the language used in the statute and the rules framed thereunder which provides that the applications could be taken out in the course of 397 or 398 proceedings or in relation to or in respect of such proceedings. Under these circumstances it appears that the present application is not maintainable as proceedings under Ss. Under these circumstances it appears that the present application is not maintainable as proceedings under Ss. 397 and 398 have come to an and which had not been kept pending by the learned Appeal Court for the purpose of getting necessary relief's upon the report filed by the Special Officer. Besides that on merits the various directions that have been sought for in the petition are severe in nature as the consequences of such finding would be punitive in nature. Under the circumstances it would not be proper to pas any order summarily with regard thereto. ( 10 ) IT is well settled that the rules made by the Supreme Court under the Companies Act have statutory force. Under these circumstances various sections given in the Companies Act and the rules framed thereunder have to be given a harmonious construction. It appears that under the provisions as contained in S. 406 read with rule 11 sub-rule (18) and (19) an application under schedule 11 child only be made in the course of proceedings under S. 397 or S. 398 of the Companies Act. It has to be in relation to an application under S. 397 or S. 398. Most of the cases cited by Mr. S. B. Mukherjee support the principle that a comprehensive application could bed made under Ss. 397 and 398 and 543. Under the circumstances a combined application under S. 397 and 398 along with schedule 11 is maintainable. The instant application is not in conformity with the rules framed under the Companies Act. Some of the relief's asked for in the application are beyond the scope of the schedule 11. Under the circumstances no order could be passed in accordance with these prayers. In the body of the petition various charges made against the respondent are vague and of general nature. Hence passing of order in a summary manner would definitely work as hardship against the persons against whom various allegations have been made. Even in misfeasance proceedings charges are specifically formed with particulars, so that the persons charged with the same have a fair opportunity of dealing with the same. Hence passing of order in a summary manner would definitely work as hardship against the persons against whom various allegations have been made. Even in misfeasance proceedings charges are specifically formed with particulars, so that the persons charged with the same have a fair opportunity of dealing with the same. There points of claim supported by summons give the full particulars of the claim and the alleged delinquent officer is given ample opportunity of filing their point of defence and dealing with the same which is followed by a direction for discovery of document as also inspection of the same and after issues are framed the persons initiating the proceedings has to discharge the onus of proving the acts of misfeasance and the delinquent officer have an opportunity not only to meet the same by adducing the proper evidence both oral and documentary but also get a chance of cross-examining the witnesses. Under the circumstances the misfeasance proceedings are more or less in the nature of a suit. Applying the same principle in the instant case it appears that the petitioners are trying to get reliefs which they are not entitled to under the law summarily in an application. ( 11 ) ALTHOUGH Mr. Mukherjee submitted that in order to invoke the jurisdiction of the Court under Ss. 397, 398 certain minimum share qualification are required as provided in S. 399. But such limitation is not there under schedule 11 as in schedule 11 S. 543 as amended provides that any creditor or member of a company may apply. According to Mr. Mukherjee the only limitation in invoking the Court's jurisdiction under S. 539 to 543 as amended in schedule 11, seems to be that proceeding under sections included in schedule 11 must 'emanate' from a proceeding under S. 397 or 398. But such expression 'emanate from' has been borrowed by Mr. Mukherjee from the single bench decision of the Gujrat high Court in the case reported in AIR 1964 Gujrat page 107 where it was held that an application under schedule 11 has to be an independent application not depending on any prima facie finding of any misfeasance in an application under S. 397 or 398 were adjourned for the purpose of enabling the parties to make a comprehensive application under S. 543. Similarly in the case reported in 41 Company Case a comprehensive application under S. 543. Similarly in the case reported in 41 Company Case a comprehensive application under S. 543. Similarly in the case reported in 41 Company Cases a comprehensive application was filed by the company in accordance with the direction as given in he case repotted in 1964 Gujrat Where it was held that it was not necessary form the purpose of taking out an application under schedule 11, that S. 397 or 398 proceedings should be subsisting. However, it appears that such observation is by way of obiter dictum as in the case reported in AIR 1964 Gujarat page 397. In fact an application under S. 397 or 398 were kept pending to enable the parties to take proper steps. However, such observation is not in consonance with the language used either in S. 406 or in rule 11 sub-rule 18 and 19 of the Company Court Rules. As indicated earthier by proper construction of the said section as also the rules it appears that such application could be made, 'ion the course of proceedings' or 'in relation to' an application under S. 397 or 398. It is undoubtedly true that this application is arising in respect of the proceedings under S. 397 and 398 being Company Petition No. 333 of 1975 and Appeal No. 73 of 1977 in as much as the petitioner has sought the relief on the report filed by the Special Officer and in consequence thereof have prayed for the reliefs to be granted in favour of the petitioners in view of the various finding of the Special Officer. But the fat remains that the said Company Petition No. 323 of 1975 has come to an end after the final order was passed by Appeal Court in Appeal No. 73n of 1977 and there is no 'his' pending in the course of which or in relation to which the present application could be taken out. ( 12 ) MR. Mukherjee relied on the case reported in AIR 1978 SC page 375 and submitted that the scheme of S. 397 and 406 constitute a court by itself by granting relief to the oppressed minority shareholders and for granting appropriate relief a power of widest amplititude inter alia lifting the ban on company purchasing its shares under the Court's direction is conferred on the Court. It is true that the powers of Court is of widest amplitude in proceeding under S. 397 for providing relief to the oppressed minority. Here in the instant case in the application under S. 397 necessary orders was passed by the Judge in charge of Company Matters which was ultimately disposed of by the learned Appeal Court. There is no case pending under S. 397 or 398. The present application does not lie as it is not in relation to or in the course of proceedings under S. 397 or 398. Under the circumstances I am of the view that this application is not maintainable. ( 13 ) IN the case reported in 47 Company Cases page 92 it has been held that: -"that Chapter II of the Act, which includes S. 255, deals with corporate management of a company through directors in normal circumstances. While Chapter VI, which contains Ss. 397, 398 and 402, deals with emergent situations or extraordinary circumstances where the normal corporate management has failed and has run into oppression or mismanagement and steps are required to be taken to prevent oppression and /or mismanagement in the conduct of the affairs of the company. In the canted of this scheme having regard to the object that is sought to be achieved by Ss. 397 and 398 read with S. 402, the powers of the court hereunder cannot be read as subject to the provisions contained in the other chapters which deal with normal corporate management of a company. Further, an analysis of the sections contained in Chapter VI of the Act will also indicate that the power of the court under S. 397 or 398 read with S. 402 cannot be read as being subject to the other provision contained in sections dealing with usual corporate management of a company in normal circumstances. The topic or subjects dealt with by Ss. 397 and 398 are such that it becomes impossible to read any such restriction or limitation on the powers of the court acting under S. 402". "it will all depend on the facts and circumstances of each case as to how, in what manner and to what extent that court should allow the voice of the shareholders, directors on the board of directors to prevail over that of the other directors and the court's powers in that behalf could not in any manner be curbed. "it will all depend on the facts and circumstances of each case as to how, in what manner and to what extent that court should allow the voice of the shareholders, directors on the board of directors to prevail over that of the other directors and the court's powers in that behalf could not in any manner be curbed. Therefore, the position is clear that while acting under S. 398 read with S. 402 of the Companies Act the Court has ample jurisdiction and very wide powers to pass such orders and aggie such directions as it thinks fit to achieve the object and there would be no limitation or restriction on such powers that the same should be exercised subject to the other provisions of the Act dealing with normal corporate management or that such orders and directions should be in accordance with such provisions of the Act. " ( 14 ) BUT in the present proceedings the question of the Court's jurisdiction to grant necessary relief under S. 397 or 398 or 402 is not under consideration. The only point that need for consideration is whether after termination of such proceedings an independent application could be taken out which is not arising in the course of such proceedings under S. 397 or 398. As discussed earlier I am of the view that such an independent proceeding after termination of the 397 or 398 proceedings and over the same points agitated before the Appeal Court no such proceeding under S. 397 or 398 is not maintainable. However, this would not prevent the right of the petitioners to file a suit for proper redress. ( 15 ) IN the case reported in AIR 1965 Gujrat Page 96 Justice P. N. Bhrgwati as he then was dealt with the powers given to Court under S. 397 and 398 and held that these sections should receive liberal interpretation and the Court should give such construction as will advance the remedy that is to suppress an acknowledged mischief and applying the principles of interruption the learned Judge held, the widest power may be inferred for the Court to interfere in the internal management of the company with a view to put an and of a person or mismanagement on the part of the controlling shareholders so as to advance the remedy and suppress the mischief. The main Contention before the learned Judge was whether such power could be inferred to set aside or interfere with the past and concluded transaction between a company and a third a party whichever no longer containing wrongs. The various powers of the Court have been considered under S. 406 read with S. 543 as set forth under Schedule 11 in an application under S. 397 or 398 to bring to book the delinquent directors, Managing Agents, Secretaries, Treasurers, managers and other officers of the company and to enforce the companies claim against them if they have misapplied or retained or became liable or accountable for any money or property of the company or committed any misfeasance or breach of trust but these powers would be exercised in an application under S. 397 or 398 at the instance of the aggrieved shareholders. The point for consideration for the instant case is not whether such powers could be exercised in an application under S. 397 or 398 which would are require liberal construction. But in the instant case in view of the fact that 397 or 398 proceedings having come to an end culminating with the order passed by the learned Appellate Bench whether it is possible for the petitioner to re-agitata the same in an independent application not arising in relation to or in the course of such proceedings. ( 16 ) IN the case reported in AIR 1964 Gujarat, page 107 it has further been observed that the discretion vested in Court must be exercised on sound judicial principles and having regard to the scheme of the Act and the rules an application under S. 543 schedule 11 Court will not be justified in liberally departing form the procedure laid down by the rules unless there are very strong and cogent grounds in support of any such procedure. ( 17 ) UNDER the circumstances in the peculiar facts and circumstance of this case and on merits I am of the view that the petitioner are not entitled to any order. Hence this application is dismissed with costs. All interim orders stand vacated. Application dismissed.