JUDGMENT - G.H. GUTTAL, J.:---The applicants are the shareholders of Apsara Cinema Pvt. Ltd., the respondent No. 1 hereinafter to as the Company. For the sake of convenience, the applicants are referred to as petitioners. The petitioner No. 2 Balchand Choraria is the Constituted Attorney of the petitioner No. 1. The respondents Nos. 2 to 16 are also shareholders. The two sets of shareholders represent rival groups. The Company Application No. 136 of 1988 and Company Application No. 137 of 1988 are also addressed to VIP Enterprises and REK Exhibitors respectively because certain reliefs affecting their contracts of exhibition of movie films in Apsara Cinema are sought. In these Judges' Summonses taken out under section 402 of the Companies Act, hereinafter referred to as "the Act", the applicants seek an order that the agreements dated 20-3-1987 and 12-2-1987 with VIP Enterprises and REK Exhibitors be set aside and Administrator of the Company be appointed. 2. The facts, out of which these applications arise, are briefly these :--- On 22-7-1972 the Company, by a general power of attorney, authorised the petitioner No. 2 and the respondent No. 5 to conduct the petitioner No. 2 and the respondent No. 5 to conduct and supervise jointly the business of the Company. The authority extended inter alia to --- (a) appointment and dismissal of the staff; (b) negotiation and the execution of the contracts of exhibition of movie films at Apsara Cinema; (c) opening and operating the Bank accounts; (d) performance of the contracts made by the company, and (e) disposal of the property of the Company. By a Resolution passed at the meetings of Board of Directors held on 3-6-1983, the power of Attorney was cancelled. On 16-7-1983 the applicants filed the Company Petition No. 393 under sections 397, 398 and 402 of the Act. The revocation of the power of a attorney was one of the acts of oppression complained of. The other acts complained of were making secret profits by entering into contracts and granting playing time to different persons without the knowledge of the petitioners. A Judges' Summons, being Company Application No. 852 of 1983, was taken out for interim relief of appointment of Administrator under section 402 of the Act. The other acts complained of were making secret profits by entering into contracts and granting playing time to different persons without the knowledge of the petitioners. A Judges' Summons, being Company Application No. 852 of 1983, was taken out for interim relief of appointment of Administrator under section 402 of the Act. Parekh, J., by his order dated 3-3-1984 rejected the application against which the petitioners preferred Appeal No. 168 of 1984 and took out the Notice of Motion No. 560 of 1984 for interim reliefs. At the hearing of the Notice of Motion No. 560 of 1984 before the Division Bench on 29-3-1984, the petitioners and the respondents filed consent terms. On the application of the who were the appellants, no order was made on the Notice of Motion. By consent of the parties to the Company Petition No. 393 of 1983, the petition was allowed to be withdrawn. An order was made in terms of the minutes, the substance of which is as under :--- (a) The Company shall in a meeting to be held on 29-3-1984, resolve to grant power of attorney jointly in favour of the petitioner No. 2 and respondent No. 5 on the same terms as the revoked power of attorney, except that the power of attorney shall not be irrevocable. (b) The Company shall execute the power of attorney accordingly. (c) The Company shall continue to be managed by the Board of Directors. In the case of difference disagreement or objection in respect of disposal of property or granting of playing time at Apsara Cinema, the same shall be referred to the sole determination of Girish Gala. If Girish Gala is unable or unwilling, the dispute or difference shall be referred to Anthony Lewis. (d) Gala shall be appointed Additional Director of the Company and shall be free to attened any meeting of the Board of Directors at which the petitioner No. 1 may not be able to attend. The Board shall not pass any resolution objected to by Gala. 3. The affairs of the Company continued to be managed by the four Directors, viz. petitioner No. 1 and respondent No. 4, respondent No. 5 and respondent No. 16 for over 2 1/2 years, that is to say, till about December, 1986. The Board shall not pass any resolution objected to by Gala. 3. The affairs of the Company continued to be managed by the four Directors, viz. petitioner No. 1 and respondent No. 4, respondent No. 5 and respondent No. 16 for over 2 1/2 years, that is to say, till about December, 1986. During this time, the Bank account were operated under the signatures of the petitioner No. 2 and respondent No. 5 in accordance with the consent order. 4. Gala died in 1985 and Anthony Lewis stood substituted in his place by operation of the consent order. The disputes started once again in December, 1986. On 20-12-1986, the petitioner No. 2 declined to sign five cheques sent to him by the respondent No. 5. The cheques were in favour of VIP Enterprises. The petitioner No. 2 declined to sign them on the score that VIP Enterprises were indebted to the Company in the sum of Rs.1,33,750.58 and no payment should be made to VIP Enterprises until this debt of the Company was repaid. The respondent No. 5 on the other hand, alleged that the petitioner No. 2 was adopting obstructive attitude in regard to the management of the Company. Since a dispute about the liability of the Company to pay money to VIP Enterprises had arisen, the petitioner suggested a reference to Anthony Lewis under the consent order. 5. The respondent No. 16 convened a meeting of the Board of Directors on 17-1-1987. At this meeting, the power of attorney in favour of the petitioner No. 2 was cancelled and the power of attorney was granted in favour of the respondent No. 16. The petitioners were out of Bombay from 14-1-19-1987 when the notice of the meeting was posted, and returned to Bombay only on 25-1-1987. On their return they received the letter dated 19-1-1987 from the respondent No. 1 and learnt that the power of attorney was cancelled at the aforementioned meeting of the Board of Directors. The petitioners, then wrote a letter to Anthony Lewis on 31-1-1987 and requested him to resolve the dispute arising out of the cancellation of the power of attorney in favour of the petitioner No. 2. Anthony Lewis, by his letter dated 2-3-1987, requested the directors viz., petitioner No. 1, petitioner No. 2, respondents Nos. The petitioners, then wrote a letter to Anthony Lewis on 31-1-1987 and requested him to resolve the dispute arising out of the cancellation of the power of attorney in favour of the petitioner No. 2. Anthony Lewis, by his letter dated 2-3-1987, requested the directors viz., petitioner No. 1, petitioner No. 2, respondents Nos. 4 and 16 to convene a meeting for the purpose of passing a resolution in accordance with the directions that he was likely to issue in respect of the disputes referred to him. The petitioners called a meeting, but the respondents did not attend. No business was, therefore, transacted for want of quorum. 6. At this stage, a second round of litigation consisting of certain applications in the Company Petition No. 393 of 1983 commenced. The petitioner filed Judge's Summons, being Company Application No. 95 of 1987 and prayed, among other things, the relief of restoration of the power of attorney in the joint names of the petitioner No. 2 and the respondents No. 5. On 24-3-1987 Variava, J, by an ad interim order on this application, restrained the respondent No. 16 from exercising any power under the power of attorney granted by the Company in his sole name. All the respondents were restrained from entering into any playing time agreement, operating Bank accounts and so on. The respondent No. 16 who held the power of attorney, nevertheless, operated the Bank account of the Company, thereby, violating the order of Variava, J., dated 24-3-1987. Therefore, the petitioners filed Company Application No. 129 of 1987 and sought an order that the respondent No. 16 be punished for having committed contempt of this Court. This application was disposed of by an order dated 1st September, 1987 by Mrs. Manohar, J. The respondent No. 16 tendered unconditional apology which was accepted. The Judge's Summons was made absolute. 7. The Judge's Summons, being Company Application No. 95 of 1987 on which Variava, J., had made the ad interim order dated 24-3-1987 was heard by Mrs. Manohar, J. By her order dt. 1st September, 1987, the Judge's Summons' was made absolute. The power of attorney in favour of the respondents No. 2 and 5 was restored and that in favour of the respondent No. 16 cancelled. Manohar, J. By her order dt. 1st September, 1987, the Judge's Summons' was made absolute. The power of attorney in favour of the respondents No. 2 and 5 was restored and that in favour of the respondent No. 16 cancelled. Against this order, the respondents preferred an Appeal, being Appeal No. 1136 of 1987, and by Notice of Motion No. 2667 of 1987 sought certain interim reliefs. The Notice of Motion was dismissed on 16-11-1987 by the Division Bench with the observation that the parties are at loggerheads, and do not have the interest of the Company at heart. 8. Meanwhile, the respondent No. 5 sent 43 cheques for signatures of the petitioner No. 2. These 43 cheques were for payments to VIP Enterprises. The petitioner No. 2 did not sign the cheques, but inspected the records of the Company and discovered that respondent No. 5 had, under his signatures, entered into playing time agreements with VIP Enterprises and REK Exhibitors and extended them from time to time. They also found that the respondent No. 5 had entered into such agreements on 20-3-1987 (104 weeks) and on 12-2-1987 (100 weeks) with VIP Enterprises and REK Exhibitors respectively. According to the petitioners, the agreements dated 20-3-1987 and 12-2-1987 are ante-dated documents, actually entered into after the order dated 24-3-1987 thereby violating the injunction granted by Variava, J. This necessitated Company Application No. 23 of 1988---for action under the Contempt of Courts Act. I have adjourned this application by three weeks. 9. After 2-11-1987 the respondents did not send any cheques for signature of the petitioner No. 2. Although there was no resolution of the Board of Directors authorising change of Advocate of the Company by the letter dated 28-12-1987 by M/s. Law Charter---a firm of Advocates---conveyed that they had been authorised to represent the Company in Appeal No. 1136 of 1987. 10. Since the respondents Nos. 2 to 16 had refused to permit the petitioners to inspect the books of account the petitioners visited the Sarasvat Co-operative Bank and learnt from the Manager that VIP Enterprises, in a suit against the Company had secured certain orders. The petitioners, then learnt that Receiver of the money collected by the Company had been appointed by the Bombay City Civil Court in suit No. 8242 of 1987. The petitioners, then learnt that Receiver of the money collected by the Company had been appointed by the Bombay City Civil Court in suit No. 8242 of 1987. In that suit VIP Enterprises had sought a declaration that the amounts collected by the Company at the box office were held in trust for VIP Enterprises. The affidavit-in-reply to the Notice of Motion for appointment of the Receiver of these collections was made by the respondent No. 16 in his capacity as Chairman of the Company. He averred that the Company was unable to pay the money to VIP Enterprises as the petitioner No. 2 had refused to sign the cheques. The affidavit did not raise any objections to the payment of money to VIP Enterprises. The Notice of Motion was made absolute and Receiver of the cash, collections for 104 weeks, was appointed. There was no resolution of the Company authorising the respondent No. 16 to make the affidavit-in-reply in Suit No. 8242 of 1987 in the Bombay City Civil Court. According to the petitioners the order of the Bombay City Civil Court was obtained in collusion with the respondents Nos. 2 to 16 and VIP Enterprises which would be clear from the fact that there was no opposition to the appointment of Receiver and the suppression of the orders of this Court in Company Petition No. 39 of 1983. 11. In Company Application No. 136 of 1988 and Company Application No. 137 of 1988 which I am now disposing of, certain ad interim orders were made to which reference is necessary. On 11-4-1988 Variava, J., appointed Official Liquidator as ad interim Administrator of the Company. This was done without notice to the respondents. In Appeal No. 523 of 1988 from the order of Variava, J., the appointment of the Official Liquidator as the ad interim Administrator of the Company was set aside and the appeal was allowed only on the ground that the respondents were not given reasonable opportunity of being heard before the order dated 11-4-1988 was made. Once again the Company Applications Nos. 136 of 1988 and 137 of 1988 came up before Variava, J., for ad interim reliefs. In a reasoned order dated 28-4-1988, he held that, prima facie, the respondents acted contrary to this Court's order and in a manner prejudicial to the interests of the Company. Once again the Company Applications Nos. 136 of 1988 and 137 of 1988 came up before Variava, J., for ad interim reliefs. In a reasoned order dated 28-4-1988, he held that, prima facie, the respondents acted contrary to this Court's order and in a manner prejudicial to the interests of the Company. He, therefore, restrained the respondents from operating any Bank accounts without the written consent of the petitioner No. 2 and the respondent No. 5 who held the power of attorney. In other words the consent order made in the Company Petition No. 393 of 1983 was reaffirmed. Against this order, the respondents preferred the appeal (Lodging No. 711 of 1988). No order except its adjournment has so far been made in this appeal. 12. Learned Counsel for the petitioners urged that the circumstances set out above about which there is no dispute have created a situation which demands appointment of Administrator of the Company under section 402 of the Act. Secondly, he urged that the contracts with VIP Enterprises and REK Exhibitors are illegal and should be set aside. On the other hand, Counsel for the respondents urged that the consent terms left the management of the Company with the Board of Directors. The power of attorney was only for the purpose of facilitating the Management. The Board of Directors in which the respondents Nos. 2 to 16 have a majority has exercised its authority under the law. If the petitioners still have a grievance, the remedy lies beyond the consent order of the Court. Secondly, Counsel for the respondents urged that the consent order dated 29-3-1984 was made in Company Petition No. 393 of 1983. The petition has been disposed of by consent order. These Company Applications do not seek to enforce or implement the order dated 29-3-1984. Therefore, these applications are not maintainable under section 402 of the Act. On behalf of M/s. VIP Enterprises and REK Exhibitors, learned Counsel urged that these firms entered into contracts with the Company without notice of the orders of this Court. The contracting parties have entered into the contracts validly. Since there is no illegality in the making of the contracts, no reliefs affecting their contracts with the Company should be granted. 13. The contracting parties have entered into the contracts validly. Since there is no illegality in the making of the contracts, no reliefs affecting their contracts with the Company should be granted. 13. On these agreements, three question arise for consideration:--- (i) Whether in the circumstances of this case, Administrator of the Company needs to be appointed for "regulation of conduct of the Company's affairs in future". (ii) Whether having regard to the provisions of section 402 of the Companies Act and the facts of this case, these applications are maintainable. (iii) Whether the contracts dated 20-3-1987 and 12-2-1987 granting playing time toVIP Enterprises and REK Exhibitors respectively are illegal or void. 14. In regard to the first question, I do not purpose to repeat the facts on the basis of which the appointment of Administrator is sought. The thrust of the argument of learned Counsel for the petitioners is that the respondents, by their conduct, have created such a deadlock that it is impossible to manage the affairs of the Company. The respondents Nos. 2 to 16 and the directors belonging to their group are in majority. They have, by unilateral acts in breach of the Courts' orders, denied to the petitioners who represent the minority shareholders, the right to participate in the affairs of the Company. In the suit filed in the Bombay City Civil Court, the respondent No. 16 appeared without authority, did not defend the claim of VIP Enterprises and by collusion allowed the appointment of Receiver. They committed contempt of this Court once and repeated it thereafter. 15. In my opinion the affairs of the Company are being conducted in a manner detrimental to the Company's interest. The parties do not see eye to eye. The rival group with their daggers drawn are unable to manage the affairs of the Company without causing loss to the Company. The facts set out in the foregoing paragraphs demand Court's interference by appointing Administrator of the Company. 16. I will, now, consider the second point. Section 397 of the Act empowers the Court to "make such order as it thinks fit". But before making the order, the Court has to form opinion inter alia "that the company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members. I will, now, consider the second point. Section 397 of the Act empowers the Court to "make such order as it thinks fit". But before making the order, the Court has to form opinion inter alia "that the company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members. Section 397(2) 'If, on any application under sub-section (1), the Court is of opinion (a) that the company's affairs are being conducted in a manner prejudicial to public interest or (in a manner oppressive to any member or members, and ). Having formed such opinion, the Court is required to consider whether the order it proposes to make is necessary "to bring to an end the matters complained of ". (Section 397(2) ) --- (a) ..... (b) that to wind -up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding up order on the ground that it was just and equitable that the company should be wound-up, the Court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit." I have gone through the Company Petition No. 393 of 1983. A reference to the contents of that petition is necessary in order to understand what "the matters complained of" were and what was the order made by the Court." Briefly stated, the petitioners complained that the Company entered into playing time agreements with Mangatram (500 weeks) in 1974 with Naresh Pictures (50 weeks) in February, 1981. The petitioners who were unable to participate in the day to day management of the company found that the respondents Nos. 2 to 5 and 16 wrongfully and in breach of trust caused wrongful loss to the Company and the petitioners. In several playing time agreements, the respondent Nos. 2 to 5 and 16 received indirect secret monetary advantage and profits. The respondents fabricated minutes of the meeting at which the petitioners were likely to probe into the affairs of the Company. In several playing time agreements, the respondent Nos. 2 to 5 and 16 received indirect secret monetary advantage and profits. The respondents fabricated minutes of the meeting at which the petitioners were likely to probe into the affairs of the Company. On these averments, the petitioners sought directions of the Court under sections 397, 398 and 402 of the Companies Act, appointment of the Administrator of the Company in place of the Board of Directors, injunction to restrain respondent No. 5 from exercising powers as a constituted attorney of the Company, and an injunction to restrain the respondents from entering into any playing agreements without the written consent of the petitioners. These were the "matters complained of". They were disposed of by the consent order dated 29-3-1984 summarised in paragraph 2 of this judgment, the result of which is as under:- (a) By the consent order, the Company continued "to be managed" by the Board of Directors. Certain differences only were to be decided by Gala/Lewis. (b) The petitioners were content with the restoration of power of attorney in favour of the petitioner No. 2 and respondent No. 5 jointly. (c) In respect of the main complaint in Company Petition No. 393 of 1983 that the respondents making secret profits, no order was made in the consent terms. (d) The only remedy or relief accepted by consent of the parties was a Reference to the mediation or the determination by Gala and in his absence Anthony Lewis. This is how the Court by the consent order brought to an end the matters that were complained of. Section 398 of the Act enables the Court to make similar orders with a view to bringing to an end the matters complained of. Significantly, in Company Petition No. 393 of 1983 the petitioners sought reliefs under section 402 of the Act also. Therefore, it is reasonable to hold that the order in accordance with the consent terms was an order under section 402 of the Act. That part of the consent order which provided for reference of disputes to the determination of Gala and in his absence Anthony Lewis was an order under section 402 of the Act. It provided for "the regulation of the conduct of the Company's affairs in future" through the reference of the dispute to the determination of Gala and in his absence Anthony Lewis. 17. It provided for "the regulation of the conduct of the Company's affairs in future" through the reference of the dispute to the determination of Gala and in his absence Anthony Lewis. 17. Against this background of the nature of enactment and the facts of this case, consider whether section 402 of the Act permits these two applications. While keeping the generality of the Court's powers under sections 397 and 398 intact, section 402 of the Act lays down that "any order under either section" meaning thereby the order under sections 397 and 398, may provide for "the regulation of the conduct of the company's affairs in future". The words quoted by me are significant for the purpose of construction of section 402 of the Act. Section 402 when analysed resolves itself into the following elements"--- (a) Under section 402 of the Act, Court possesses the power to regulate the conduct of the Company's affairs in future implying thereby that the Court which decides the application under sections 397 and 398 does not lose its seisin merely because the petition has been disposed of. (b) But the regulation of the conduct of the affairs must be provided for by the "order under either section" implying thereby that the Court by its order under section 397 or 398 must retain seisin over the matter. 18. Thus, it is clear that while the Court has authority to regulate the conduct of the Company's affairs not only in the present but also in future, such power must be exercised by the order made under sections 397 and 398 of the Act. That is why section 402 which confers this power stipulates that the regulation of the conduct of "the Company's affairs in future" must be done by an order under section 397 or section 398 of the Act. When the statute uses the words "any order under either section" it means that the machinery or the mode for regulating the conduct of the affairs in future must be provided by the order which disposes of the petition under sections 397 and 398. This is not to suggest that upon termination of the petition under sections 397 and 398 the Court loses its control over the regulation of the conduct of the company's affairs in future. This is not to suggest that upon termination of the petition under sections 397 and 398 the Court loses its control over the regulation of the conduct of the company's affairs in future. The Court by its order made under sections 397 and 398 may retain such control or seisin over the future events by making appropriate provision in the order. 19. In the present case, the Court did all that it was called upon to do on 29-3-1984. For example, it put an end to the matters complained of by restoring the power of attorney jointly in favour of the petitioner No. 2 and the respondent No. 5. Secondly the future conduct of the affairs of the Company in relation to the opperssion and mismanagement complained of, was regulated by the clause which enabled the parties to refer the difference or dispute to the determination of Gala/Anthony Lewis. Did the Court making the consent order retain seisin over the matters which right arise in future? What was the nature and extent of the seisin? The word seisin is generally used in the context of property. It means possession, control or seizure. (i) The Oxford English Dictionary, Vol. IX 1978 Edn. Seisin a) to give seisin of (property); (b) To Invest with the seisin of property, to put in possession : (c) To seize, take hold of, to take root. (ii) New Webster's Dictionary of English Language, 1971 Edn. Seisin---The possession of chattels or land, the possession or right to possession of a freehold estate. The Court by the consent order enabled Reference to the determination of Gala/Anthony Lewis of difference in relation to--- (a) disposal of lease licence or encumbrance or parting with possession of property : (b) grant of play time rights (c) borrowing or lending money (d) appointment of Directors or (e) any matter of substance and/or significance to the Company. "Clause 2 of the minutes on the Consent Order." As the Consent order records, the Board of Directors managed the affairs of the Company. A narrow area of specified disputes was left to the decisions of Gala/Lewis. Thus, the Court which made the consent order limited its control over the matter to the reference to Gala/Anthony Lewis. This is the limit of the seisin the Court retained after the termination of the Company Petition No. 393 of 1988. A narrow area of specified disputes was left to the decisions of Gala/Lewis. Thus, the Court which made the consent order limited its control over the matter to the reference to Gala/Anthony Lewis. This is the limit of the seisin the Court retained after the termination of the Company Petition No. 393 of 1988. In the exercise of such seisin, this Court can issue instructions to Gala/ Anthony Lewis as was done by the Delhi High Court in (Lord Krishna Sugar Mills Ltd. v. Smt Abnash Kaur)1, (1974)44 Company Cases 210, or as in the case of (Richardson and Cruddas Ltd., Life Insurance Corporation of India v. Haridas Mundhra and others)2, A.I.R. 1959 Cal. 695, reconstitute the machinery (Gala/Anthony Lewis) already created by it. The Court in exercising its jurisdiction under section 402 cannot travel beyond this limit. 20. Now consider what the petitioners seek in these applications. They want me to--- (a) appoint an Administrator of the Company in "place of the Board of Directors"; (b) declare void the agreements dated 20-3-1987 and 12-2-1987 in favour of VIP Enterprises and REK Exhibitors respectively, and (c) cancel the agreements referred to (b) above. Since the Court has by the consent order dt. 29-3-1987 terminated the petition under sections 397, 398 and 402 of the Act, it has made an order under these sections. The consent order is an "order under either, section" (Section 402 of the Act,) within the meaning of section 402 of the Act. The Court made the order by consent of the parties "with a view to bringing to an end the matters complained of", sections 397 and 398 of the Act. 21. Now, in these two Judge's Summonses, the petitioners want me to exercise the power under section 402 of the Act. I am not called upon to make any order under sections 397 and 398. The petitioners' complaint arises out of the events subsequent to the disposal of the petition under sections 397 and 398. The order by which the Company Petition No. 393 of 1983 was terminated does not extend to the reliefs prayed in these applications. 22. Now consider the three decisions cited by learned Counsel for the petitioners. Each of these cases demonstrates that the Court was acting in pursuance of its previous order and was exercising the seisin which it had retained. 22. Now consider the three decisions cited by learned Counsel for the petitioners. Each of these cases demonstrates that the Court was acting in pursuance of its previous order and was exercising the seisin which it had retained. In (Richardson and Cruddas Ltd., Life Insurance Corporation of India v. Haridas Mundhra and others) A.I.R. 1959 Cal. 695, the Life Insurance Corporation of India made an application under sections 397, 398, 399 and 402 and 403 of the Companies Act for an order that the Special Officer already appointed may be authorised to enter into an agreement with the State Bank of India by which all the accounts, in fact standing in the name of Richardson and Cruddas Ltd., may be consolidated. The reference to section 403 of the Companies Act suggests that the petition under sections 397 and 398 was still pending when the Calcutta High Court made the order. One of the orders sought by the application was that the Special Officer may be authorised to constitute an Advisory Board. The Special Officer was already appointed during the pendency of the petition. The Calcutta High Court proceeded to hold that the powers of the Court under section 402 of the Act are so wide that the Court may make any order for regulation of the conduct of the Company's affairs. The Calcutta High Court did not hold that an order under section 402 of the Act can be made irrespective of whether the Court is seized of the matter. The facts of that case reveal that when the Court made order under section 402 not only the main petition pending but the Court was merely called upon to effectuate its initial order appointing Special Officer by widening his authority of management by appointing an Advisory Board. The order was within the scope of the earlier order. In Lord Krishna Sugar Mills Ltd. v. Smt. Abnash Kaur, (1974)44 Company Cases 210, the winding up petition filed by Abnash Kaur under section 433 (f) of the Companies Act was disposed of on 27th May, 1971. Instead of making the order of winding up, the Court granted the reliefs under sections 397, 398 and 402 against an appeal was preferred and was pending on the date on which the Delhi High Court made the order. Instead of making the order of winding up, the Court granted the reliefs under sections 397, 398 and 402 against an appeal was preferred and was pending on the date on which the Delhi High Court made the order. For the purpose of relief under section 397, 398 and 402 the Delhi High Court constituted interim board of management of the Company, the constitution of which was changed by the Appellate Bench by an ad interim order. The application out of which the judgment in Lord Krishna Sugar Mills Ltd., (1974)44 Company Cases 210, arose, was made because of certain instructions sought by the Board of Management. The Court held that it was within its competence to give directions and instructions from time to time to resolve the problems of the interim board. The facts which went into the making of this Judgment were--- (a) the interim board that had been appointed by the Court was to function till such time as provided for in the judgment dated 27th May, 1971. (b) Therefore, the board functioned under the supervision of the Court. (c) Consequently, the Court retained the supervision power over the board. These facts which are clear from the Judgment leave no doubt that an order under section 402 of the Act may be made at any time provided the Court by its order under sections 397 and 398 retained control over the matter. The Delhi High Court has not held that an order under section 402 can be made at any time irrespective of whether the Court is seized of the matter or not. (Bhagwati Prasad Bajoria and others v. British India Corporation Ltd., Kanpur and others)3, A.I.R. 1964 All. 75, is the last judicial decision relied upon by the petitioners. On 14-2-1962, Allahabad High Court in an application under section 398 of the Companies Act appointed an interim committee of management under the supervision of the Court. The Company was expected to approach the Court from time to time for directions. The term of the committee was to expire on 31-1-1963. Such a long term was fixed because it was apprehended that Haridas Mundhra might interfere with the affairs of the Company. The directions of the Court were sought. The Company was expected to approach the Court from time to time for directions. The term of the committee was to expire on 31-1-1963. Such a long term was fixed because it was apprehended that Haridas Mundhra might interfere with the affairs of the Company. The directions of the Court were sought. The Board sought curtailment of the period of supervision by the committee because the apprehension, on the basis of which the longer period was fixed, had ceased to exist. It is, in these circumstances, that the Court granted the application under section 402 of the Act. The Allahabad High Court acted while it was still seized of the matter and the term fixed by it had not expired. None of these decisions supports the petitioners' contentions. In my opinion, the words "any order under either section" clearly suggest only one construction, viz., that if the petitioners want to make an application under section 402 of the Companies Act, they can do so only if the order made under sections 397 and 398 leaves the doors open for such an application. 23. My conclusions are these--- The future conduct of Company's affairs can be regulated by the order made under section 397 or 398 of the Act and not by an independent proceeding. This does not, however, mean that such an order under section 402 cannot be made subsequent to the termination of the petition under section 397 or 398 of the Act. An order regulating the conduct of the Company's affairs in future may be made under section 402 after the disposal of the petition under section 397 or 398 of the Act, provided, the circumstances of the case show that by its order under sections 397 or 398, the Court had retained seisin over the matter. Whether the Court has retained seisin depends upon the facts and circumstances of each case. The cases of Richardson and Cruddas Ltd., Life Insurance Corporation of India v. Haridas Mundhra and others, A.I.R. 1959 Cal. 695, (Lord Krishna Sugar Mills Ltd., v. Smt. Abnash Kaur), (1974)44 Company Cases 210 and (Bhagwati Prasad Bajoria and others v. British India Corporation Ltd., Kanpur and others), A.I.R. 1964 All. 75, illustrate cases where seisin my be inferred. The cases of Richardson and Cruddas Ltd., Life Insurance Corporation of India v. Haridas Mundhra and others, A.I.R. 1959 Cal. 695, (Lord Krishna Sugar Mills Ltd., v. Smt. Abnash Kaur), (1974)44 Company Cases 210 and (Bhagwati Prasad Bajoria and others v. British India Corporation Ltd., Kanpur and others), A.I.R. 1964 All. 75, illustrate cases where seisin my be inferred. In other words, the order under section 397 and or 398 by its very nature must leave the doors open for future application under section 402 of the Act. 24. Having regard to the discussion in paragraphs 16 to 22 above and the facts of this case, I am of the opinion that the Court which made the consent order on 29th March, 1984, did not retain seisin over the matters to which these application relate. The relief of appointment of administrator which is prayer (a) in these applications, the cancellation of agreements with third parties which is the subject-matter of the prayers (b) and (c) of these applications, are not matters over which this Court while disposing of applications under sections 397 and 398 of the Act, retained its seisin. The Company Petition No. 393 of 1983 contained prayer for appointment of administrator and related to similar agreements with exhibitors. Yet the consent order did not provide for these reliefs. The only order regulating the affairs of the Company in future was by reference of specified disputes to the determination of Gala/Anthony Lewis. In other words, the order under sections 397 and 398 refrained from retaining seisin over the matters to which these applications relate. For these reasons, these applications are not maintainable at all. 25. Are the contracts granting playing time to VIP Enterprises and REK Exhibitors illegal or void? This is the third question raised in these applications. It is common ground that VIP Enterprises and REK Exhibitors had no notice of the petition under sections 397 and 398 or the subsequent proceedings to which I have made reference in this judgment. There was a resolution of the Company which empowered the respondent No. 16 to enter into such agreements. Whether the power of attorney granted in the name of the respondent No. 16 was in accordance with the consent order or whether it was in violation of the orders of this Court, are facts which were unknown to VIP Enterprises and REK Exhibitors. Whether the power of attorney granted in the name of the respondent No. 16 was in accordance with the consent order or whether it was in violation of the orders of this Court, are facts which were unknown to VIP Enterprises and REK Exhibitors. They are entitled to rely upon the authority granted by the Company to the respondent No. 16. For the purpose of dealing with third parties who had no notice of the disputes, it was a valid authority. It is not the petitioner's case that the contracts are vitiated by mistake, misrepresentation, fraud or coercion. Had the exhibitors been put to notice of the disputes in the Company petition or the subsequent proceedings, the matter would have been different. In my opinion, the contracts cannot be declared void or illegal. 26. For these reasons, I dismiss the Judge's Summons, being Company Application No. 136 of 1988 and the Judge's Summons being Company Application No. 137 of 1988. The petitioners shall pay costs of the Company and costs of VIP Enterprises, also REK Exhibitors. All the ad interim orders made by this Court on these Applications shall continue for a period of four weeks from today. Order accordingly. -----