Research › Search › Judgment

Rajasthan High Court · body

2013 DIGILAW 1671 (RAJ)

Radhey Shyam Agarwal v. Bank of Rajasthan Ltd.

2013-09-20

AJAY RASTOGI

body2013
JUDGMENT 1. - Instant company appeal has been filed u/S. 1 OF of the Companies Act, 1956 against the order dated 30.9.2011 of the company Law Board (CLB) disposing of company petition filed u/Secs. 235(2) read with 237(b) holding that once the Scheme of Amalgamation has been sanctioned by the Reserve Bank of India under sub-Section (4) of Sec.44(A) of the Banking Regulations Act of 1949 and the Bank of Rajasthan stood merged into ICICI Bank, that became binding on the Banking Companies and also on the share holders; however, the Scheme of Amalgamation was challenged before the Apex Court on the behest of appellant in writ Petition (Civil) No.288/2010 which came to be dismissed vide order dated 13.9.2010 upholding amalgamation and accordingly the CLB was of the view that the relief which the appellant claimed in company petition no longer survives and it was disposed of having been rendered infructuous and that is subject matter of challenge in the instant company appeal. 2. It is relevant to note that the Scheme of Amalgamation was approved by the RBI under sub-Section (4) of Sec.44(A) on 12.8.2010 and a day earlier the company petition was filed by the appellant on 11.8.2010 before the Company Law Board under Secs.235 (2) read with Sec.237(B) of the Companies Act and the reason appears to be that under the Scheme of Amalgamation which was approved by the RBI dated 12.8.2010 under Para (iv) Clause (c) it was stipulated that all suits, actions and legal and other proceedings by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be transferred in the name of the Transferee Bank and shall be continued and be enforced by or against the Transferee Bank as effectually and in the same manner and to the same extent as if the same had been pending and/or arisen by or against the Transferee Bank. 3. 3. The submission of the appellant is that the company petition was filed before the Company Law Board for investigating the affairs of the Bank of Rajasthan so as to prevent statutory books and record and that grievance of the appellant still survives even after the Scheme of Amalgamation being approved by the RBI and after rejection of Writ Petition (Civil) 288/2010 preferred by him before the Apex Court vide order dated 13.9.2010 assailing the merger on the ground of breach of Sec.44(A) of the Banking Regulation Act, 1949 even if no longer available to the petitioner, but still the Company Law Board has committed apparent error in disposing of company petition as having been rendered infructuous. 4. Counsel for respondent Mr. Ajeet Bhandari, on the other hand, submits that after the Scheme of Amalgamation being approved by the Reserve Bank of India under sub-Section (4) of Sec.44(A) of the Banking Regulation Act, 1949 and which was subject matter of challenge before the Apex Court at behest of the' present appellant in Civil Writ (Civil) No.288/2011 and after the writ petition being dismissed vide order dated 13.9.2010 and all other remedies available to the appellant of filing review petition and the curative petition being dismissed, the question to re-investigate the affairs of the Bank of Rajasthan Ltd. does not survive and according to him nothing further survives to be examined in the company petition and according to him no error has been committed in declaring company petition as having become rendered infructuous vide order impugned dated 13.9.2011. 5. This Court fails in its duty if it is not taken into consideration that the appeal could be preferred before this Court u/Sec.IOF only if there is a question of law emerges for consideration arises from the order which is impugned of the Company Law Board and factual appreciation and re-appreciation of facts may ordinarily not open to be revisit by this Court under the Scheme while examining the appeal u/S. IOF of the Act. 6. 6. The prayers which has been made before the Company Law Board has been incorporated in Para 1 of the appeal and as regards prayer (c) is concerned that remains no more survive after the Scheme of Amalgamation being finally approved by the Apex Court and as regards prayer (a) where the petitioner appellant prayed for investigating the affairs of the respondent company i.e. Bank of Rajasthan but after the Bank of Rajasthan stood finally merged under the Scheme of Amalgamation and approved by the RBI under sub-Section (4) of Sec.44(A) of the Banking Regulation Act, 1949 and finally confirmed by the Apex Court on writ petition preferred by the petitioner, in the considered view of this Court, the question of investigating the affairs of the transferor Bank of Rajasthan does not survive any further and the Company Law Board in its impugned order dated 30.9.201 1 has taken note of the approval being granted by the RBI and the order of the Apex Court dated 13.9.2011 rejecting the writ petition preferred by the petitioner no.288/2010 assailing the merger on multifarious grounds. The CLB has further noticed that apart from what is being raised in the company petition, the petitioner has also filed civil suit pending before the District Court Bhilwara and when he failed to succeed in getting interim injunction and also from the High Court on appeal being preferred his company petition on the facts brought on record has rendered infructuous. 7. In the considered opinion of this Court after the primary grievance of the appellant being finally crystallized, investigating the affairs of transferor Bank of Rajasthan does not survive any further and this Court is also of the view that the Company Law Board has not committed any error in disposing of the company petition preferred by the appellant vide its order dated 13.9.201 1 as having been rendered infructuous and apart from it there is no question of law which emerges from the order of the Company Law Board which may be open for this Court to examine under Sec.IOF of the Companies Act. 8. Consequently, the appeal is wholly without merits and accordingly, stands dismissed. *******