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PETITIONER: RAMPUR DISTILLERY COMPANY LTD.

       Vs.

RESPONDENT: COMPANY LAW BOARD & ANR.

DATE OF JUDGMENT: 02/09/1969

BENCH: SHAH, J.C. BENCH: SHAH, J.C. RAMASWAMI, V. GROVER, A.N. SIKRI, S.M. (CJ)

CITATION:  1970 AIR 1789            1970 SCR  (2) 177  1970 SCC  (2) 774

ACT: Companies  Act,  1956-S.  326(2)  cls.  (a),   (b)  &   (c)- Managing Agency-Approval by Central  Government-Satisfaction of the government as to the existence of conditions-Judicial review of-Power conferred by the section quasi-judicial-"Fit and  proper" person in cl. (b)-Relevant circumstances to  be considered-Constitution  of India, Art. 226-Jurisdiction  of High Court in dealing with order passed under s. 326.

HEADNOTE: Govan  Brothers were since 1943, the managing agents of  the Rampur Company.  In May 1964 criminal proceedings which  are still pending were lodged against V.H. Dalmia, the  managing director  of  Govan Brothers, pursuant to the report of  the Bose  Inquiry  Commission  that V.H. Dalmia was in the  year 1946-47  guilty of grossly improper conduct in  relation  to several companies of which he was a director.  In  September 1964  the company applied for approval under s. 326  of  the Companies  Act  of the reappointment of  Govan  Brothers  as managing  agents.   The  Company  Law  Board  approved   the extension  of the tenure for three years. When approval  was sought  for another extension till 1970  the Board  rejected the application.  In considering whether Govan Brothers were "fit and proper" within the  meaning of s. 326(2) (b) of the Act  to be reappointed managing agents the Board  restricted itself  to  the  findings recorded by  the  Bose  Commission relating ’to the dealings of V.H. Dalmia with the  companies of which he was a director between the years 1945 and  1947. The  company moved the High Court by a Writ Petition for  an order  quashing the decision of the Board ’and for an  order directing the Board to extend the managing agency till 1970. The  High Court set aside the Board’s order and directed  it to  take  into consideration the entirety of the  "acts  and activities" of V.H. Dalmia in forming the requisite  opinion under  s. 326(2) (b).  The Board and the  company  preferred appeals  to  this Court. On the question:  (i)  whether  the decision  of  the  Board  under the  section  based  on  its satisfaction  is immune from the scrutiny of the  court  and (ii) whether the High Court should have given a direction to

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the Board to extend the period of the managing agency, HELD: Dismissing the appeals   (i)  By sub-s. (2) of s. 326., the Central  Government  is invested  with  power to decide whether it  is  against  the public  interest to  allow  the company to have ’a  managing agent,  whether the person proposed is fit and proper to  be appointed  managing  agent, whether the  conditions  of  the managing agency agreement proposed are fair and  reasonable, and  whether the managing agent proposed has  fulfilled  the conditions which the Central Government has required him  to fulfill. The scheme of the section implies investigation and a  decision on the matters set out therein. The power  is  a quasi-judieial power and not administrative: it  necessarily implies a duty arising from the nature of the act  empowered to  be  done, the object for which it is to,  be  done,  the conditions  in which it is to be done and  its  repercussion upon  the  power  of  the  company,  the  shareholders   the creditors  and  the  general public for  whose  benefit  the power is to be 178 exercised.   The  satisfaction contemplated by s.  326  must therefore  be  the result of on objective appraisal  of  the relevant materials because, exercise of the power  conferred upon  the  Central Government is   restrictive  of  valuable rights of the company and of the proposed managing agent and severely  restricts their liberty of contract.   The  courts are  not  concerned with the sufficiency of the  grounds  on which  the satisfaction is reached. The enquiry  before  the court is whether the Central Government was satisfied as  to the existence of the conditions in els. (a), (b) and (c)  of sub-s.  (2)  of s. 326.  The existence of  the  satisfaction cannot be challenged except probably on the ground that  the authority   acted  mala  fide.  But:  if  in  reaching   its satisfaction the Central Government misapprehends the nature of  the conditions or proceeds upon irrelevant materials  or ignores relevant materials the jurisdiction of the courts to examine the satisfaction is not excluded, [182 F--H; 183  A- E--H; 184 A  B]     Barium Chemicals v. The Company Law Board. [1966]  Supp. S.C.R.  311, Rohtas Industries v.S.D. Aggarwal, A.I.R.  1969 S.C. 7Q7, referred to.     Ridge  v.  Baldwin,  [1964]  A.C.  40  and  Padfield  v. Minister of Agriculture, [1968] 1 All. E.R. 694, applied.     The  observations  of the Judicial Committee  in  Nakuda Ali  v.   Jaya Ratne, [1951] A.C. 66 that the  duty  to  act judicially  arises  only from an express provision  to  that effect disapproved.     The  section uses the present tense’.  The  satisfaction must  be  with  reference  to  the  conditions  existing  in praesenti,  but  in adjudging whether a person  is  fit  and proper  to  be  appointed managing agent  past  actings  and conduct cannot be ignored.  The Board is not restricted to a consideration of his acts, conduct ’and activities proximate to the date of the application; it has to consider his  acts and  activities  past  and  present,  the  interest  of  the shareholders  and  the general interests of  the  public  in allowing the management to be continued by the directors  of the company and other circumstances which have a bearing  on the question. [181 G--H; 182 A]     (ii) In dealing with a petition against an order made by the Board under s. 326 the High Court is not constitute.d  a court of appeal. The Court has merely to consider whether in arriving at its decision the Board has restricted itself  to the  enquiry  contemplated  to be made and  has  taken  into consideration  all the relevant circumstances and  that  its

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decision  is  not  vitiated  by  irrelevant  or   extraneous matters. [186 B---D]

JUDGMENT: CIVIL APPELLATE JURISDICTION: Civil Appeals No. 488 and  489 of 1969.     Appeals  by special leave from the judgment  and  order, dated  November 4, 1968 of the Delhi High Court in   Letters Patent Appeal No. 30 of 1968.     A.C. Mitra, S. Ray, B.K. Chakravarti, H.K. Puri and B.N. Kirpal,  for  the appellant (in C.A. No. 488 of  1969)   and the respondent (in C.A. No. 489 of 1969).     Jagdish Swarup, Solicitor-General,  V.  C.  Mahajan  and S.P.  Nayar, for the respondents (in C.A. No. 488  of  1969) and the appellants (in C.A. No. 489 of 1969). 179 The Judgment of the Court was delivered by     Shah,     J.     The    Rampur    Distillery     Company Ltd.---hereinafter  called  ’the  Rampur  Company’----is   a manufacturer  of industrial alcohol.  In 194.3  the   Rampur Company  appointed  Govan Brothers its managing agent for 20 years.  In July 1946 a group. of persons who may be referred to  ’as.  the  ’Dalmia Group’  assumed  control  over  Govan Brothers.  V.H. Dalmia who became Managing Director of Govan Brothers,  besides  being a director of a  number  of  other companies,   held  important  positions  in  several   trade associations.  On March 19, 1953, information was lodged  by the Registrar of Joint Stock Companies, Delhi,  that V.  Ii. Dalmia and others had committed offences of criminal  breach of trust.     By  virtue  of s. 330 of the Companies  Act,  1956,  the manaing agency of the Rampur Company was to expire on August 15, 1960, unless before that date the managing agent was re- appointed for a fresh term in accordance with the provisions of  the  Companies  Act.  On December 10,  1959  the  Rampur Company  reappointed Govan Brothers, Managing Agent for  ten years  with effect from August 15, 1960, and applied to  the Central Government that the extension of the managing agency of  Govan  Brothers  be approved.   The  Central  Government granted  extension  for  five  years under  s.  326  of  the Companies Act with effect from August 15, 1960.     In  the report of the Commission headed by  Mr.  Justice Vivian  Bose  ’appointed to enquire into and report  on  the working  of  the  ’Dalmia Jain  Group  of  Industries’,  the dealings  of V.H. DaImia      in relation to  the  financial affairs of some of the companies of which he was a  director was  severely  criticized.  In the view of  the  Commission, V.H.  DaImia  was  in the year  1946-47  guilty  of  grossly improper  conduct  in relation to   several   companies   of which he was a director.     In  May  1964  the police  lodged  criminal  proceedings against  V.H.  Dalmia  and 23 others in  the  Court  of  the District  Magistrate,  Delhi,  charging  them  with    being parties  to a  "criminal conspiracy having for  its  objects the commission of criminal breach of trust of the assets  of the  Dalmia  Jain Airways Ltd., and committing  offences  of forgery  and falsification of accounts", and  that  criminal breach of trust was committed by them in  respect of amounts "running  into  crores  of  rupees".   The  proceedings   so instituted are still pending.     On September 23, 1964, the Rampur Company passed another resolution appointing Govan Brothers Managing Agent for five years  with effect from August 15, 1965, and applied to  the

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Central  Government to accord approval to  the  appointment. This appli 180 cation was referred by the Central Government to the Company Law  Board  which  was  constituted  under  s.  10E  of  the Companies Act, 1956, with authority to. exercise the  powers of  the  Central  Government  among  others  to  deal   with applications  under s. 326     of the Companies  Act,  1956. The Campany Law Board extended the tenure of Govan  Brothers till  March  31, 1967.  Another application  by  the  Rampur Company dated August 25, 1966 for          extension of  the term of the managing agency upto August 1970 was rejected by the Board.     The  Rampur Company  then moved a petition in the   High Court  of Delhi on June 10, 1967, for an order quashing  the decision of the Board and for an order extending the term of the managing agency till March 31, 1970.  A single Judge  of the  High  Court  granted  the  petition  holding  that  the managing agent was a private limited company and the reasons for failure to extend the managing agency agreement of Govan Brothers  being  "entirely  personal to  V.H.  Dalmia"  were "completely  irrelevant  in  so far as the  affairs  of  the Managing Agent company or of the petitioner ’Company (Rampur Company)   were concerned."  In appeal against that order  a Division  Bench  of  the High Court observed  that  where  a Managing Agent is a corporate body, the acts and ’conduct of the Directors of that body become the object of scrutiny  in determining whether such a corporate body may be  considered to  be  a  fit  and  p.roper  person  for   appointment   or reappointment  as Managing Agent, and that the enquiry  must cover all relevant ’activities and actions of the  Directors of  the  corporate  body.  The High  Court  accordingly  set ’aside the order and remitted the case for a fresh decision.     The  learned Judge who heard the petition  after  remand proceeded  to dismiss the writ petition.  In appeal  against the  order  the  High Court  observed  that  in  determining whether  a  person  was fit ’and proper to  be  appointed  a managing agent his "acts and activities" in the past  cannot be ignored altogether, and coupled with other circumstances, may   provide   a  valid   ground  for  not   approving   an appointment, but since under  s. 326(2)(b)  the Board has to consider  the fitness and propriety of a managing  agent  at the  date of the proposal the Board has also "to  take  into consideration the subsequent conduct, acts and activities of the  person",  and the Board having failed to  consider  the entirety  of  the "acts and activities" of V.H.  Dalmia  the opinion  formed  by the Board was "incomplete" and  not  "in accordance   with   the provisions of s.  326(2)(b)  of  the Companies  Act".  The High Court accordingly set  aside  the order  and   directed the Board to take  into  consideration material circumstances, namely, the "acts and activities" of V.H.  Dalmia during the years subsequent to 1947 in  forming the requisite opinion under s. 326(2)(3.). 181 Against that order two appeals have been preferred---one  by the Company Law Board, and the other by the Rampur  Company- with special leave.               Section   326  of  the  Companies  Act,   1956               provides:                     "(1) In respect of any company to  which               neither  the prohibition specified in  section               324 nor applies, a managing agent shall not be               appointed or’ reappointed,-               (a) except by the company in general  meeting;               and

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                (b)  unless  the approval  of  the  Central               Government   has   been  obtained   for   such               appointment or reappointment.                     (2)  The  Central Government  shall  not               accord  its approval under sub-section (1)  in               any case, unless it is satisfied--                  (a)  that  it  is not  against  the  public               interest  to  allow  the  company  to  have  a               managing agent;                  (b) that the managing agent proposed is, in               its  opinion,  a fit and proper person  to  be               appointed or reappointed as such, and that the               conditions  of the managing  agency  agreement               proposed are fair and reasonable; and                  (c)  that the managing agent  proposed  has               fulfilled  any  conditions which  the  Central               Government require him to fulfil."     The  Rampur Company in a general meeting  resolved  that the  managing  agency of Govan Brothers  be  continued  till August 14, 1970, and applied for the approval of the Company Law Board By sub-s. (2) of s. 326 the Board is enjoined  not to  accord its approval unless it is satisfied that  it  is. not against the public interest to allow the Company to have a  managing agent, that the managing agent proposed  is,  in its opinion, ,a fit and proper person to be appointed or re- appointed  as such, and that the conditions of the  managing agency  agreement  proposed are fair  and  reasonable.   The section  uses the present tense.  The satisfaction  must  be with   reference  to  the  three  conditions   existing   in praesenti.,  but  in adjudging whether a person is  fit  and proper  to  be appoint past actings and  conduct  cannot  be ignored.   In  considering  whether a person is  fit  to  be appointed a managing agent the Board is not restricted to  a consideration of his acts, conduct ’and activities proximate to  the date of the application: the Board has  to  consider his  acts and activities past and present, the  interest  of the share-holders and the general interests of the public in allowing 182 the  management  to  be continued by the  Directors  of  the Company and other circumstances which have a heating on  the question.       The Board apparently restricted itself to the findings recorded by the Commission headed by Mr. Justice Vivian Bose relating  to the dealings of V.H. Dalmia with the  companies of which he was a director between the years 1945 and  1947. The  criticism  by  the Commission of the  conduct  of  V.H. Dalmia,  suggested  that  there  were  serious  grounds  for complaint  against  him, but these observations  related  to acts  and omissions many years before the date on which  the application  was made.  The Board had to  consider  "whether Govan  Brothers is a fit and proper person to  be  appointed managing    agent"   on  a  review  of  all   the   relevant circumstances, the criticism by the Commission, the progress made  by  the Rampur Company while under the  management  of V.H.  Dalmia and others since 1946-47, the interests of  the shareholders, the creditors and of the public generally, and also  that  a  complaint was pending  in  a  Criminal  Court against V.H. Dalmia and others charging them with committing serious offences.     The  Solicitor-General appearing for the Union of  India contended that by the use of the expression "in its opinion" occurring in s. 326(2)(b) of the Companies Act, it is  meant that  the subjectice satisfaction of the Central  Government is determinative of the question whether the proposed person

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is fit and proper to be appointed managing agent, and if the Board reached the conclusion (as it has done in the  present case on considerations which are not irrelevant)  that Govan Brothers  is  not a fit and proper person  to  be  appointed managing  agent,  the  decision based  on  the  satisfaction cannot be challenged before the High Court.  The argument is that  the  existence  of the satisfaction  as  well  as  the decision  reached on that satisfaction are immune  from  the scrutiny  of the Court.  We are unable to agree.  By  sub-s. (2)  of s. 326 of the Companies Act, the Central  Government is  invested with power to decide whether it is against  the public  interest  to allow the Company to. have  a  managing agent,  whether the person proposed iS fit and proper to  be appointed   or  reappointed  managing  agent,  whether   the conditions  of  the managing agency agreement  proposed  are fair and reasonable, and whether the managing agent proposed has fulfilled the conditions  which  the  Central Government has  required  him  to fulfil.   Investment  of  that  power carries  with it a duty to act judicially: i.e. to  hold  an enquiry  in  a  manner  consistent  with  rules  of  natural jusitice,  to  consider  all  relevant  matters,  to  ignore irrelevant matters, and to reach a conclusion without  bias, without predilection and without prejudice. The satisfaction contemplated by s. 326 must, therefore, be the result of  an objective  appraisal of the relevant materials.  The  reason is  clear.    By Section 326 several restrictions  upon  the power of the Companies and individuals to carry on  business are 183 imposed  in the interest of the shareholder, the  creditors, and  in the larger interests cf the public.  The order  made by the Central Government under s. 326 may result in serious detriment  of the Company and the proposed  managing  agent, but in the larger public interest, if it is valid, they have to  suffer  it.  Exercise of the power  conferred  upon  the Central Government is restrictive of valuable: rights of the Company  and  of the proposed managing agent,  and  severely restricts the liberty of contract.     The  scheme of the section implies investigation  and  a decision on the matters set out therein.   Section 326  lays down  conditions  by  sub-s. (1)(a)  in  which  the  Central Government  may override the resolution of the general  body of  shareholders in certain specified conditions.  Upon  the Central Government is imposed a duty not to  accord approval to  the appointment or reappointment of a proposed  managing agent  in  the light of els. (a), (b) & (c) of  sub-s.  (2). Though  the  sub-section  is enacted  in  form  negative  in substance  it confers power upon the Government  subject  to the restrictions imposed by els. (a), (b) & (c) to refuse to accord  approval. Sub-section (2) imposes upon  the  Central Government the duty not to accord approval to appointment or re-appointment  of  a  proposed managing  agent  unless  the Government is satisfied that the managing agent is a fit and proper  person to be appointed, that the conditions  of  the managing agency agreement are fair ’and reasonable and  that the  managing agent has fulfilled the conditions  which  the Central  Government  required him to  fulfil.   Thereby  the Central  Government  is not made the final  arbiter  of  the existence  of the grounds on which the satisfaction  may  be founded.  The  satisfaction  of  the  Government   which  is determinative   is  satisfaction   as   to   existence    of certain objective facts.  The recital about satisfaction may be  displaced by showing that the conditions did not  exist, or  that no. reasonable body of persons properly  versed  in law could have reached the decision that they did.

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   The   Courts   however  are  not  concerned   with   the sufficiency  of  the grounds on which  the  satisfaction  is reached.   What  is  relevant is  the  satisfaction  of  the Central Government about the existence of the conditions  in els.  (a), (b) & (c) of sub-s. (2) of s. 326.   The  enquiry before  the  Court,  therefore,  is   whether   the  Central Government  Was  satisfied  as  to  the  existence  of   the conditions.   The  existence of the satisfaction  cannot  be challenged except probably on the ground that the  authority acted  mala  fide. But if in reaching its  satisfaction  the Central   Government   misapprehends  the  nature   of   the conditions or proceeds upon irrelevant materials, or ignores relevant  materials,  the  jurisdiction  of  the  Courts  to examine the satisfaction is not  excluded.  The power in our judgment, is a quashi-judicial power and not ad- 184 ministrative: it necessarily implies a duty arising from the nature of the act empowered to be done, the object for which it is to be done, the conditions in which it is to be  done, and  its  repercussion upon the power of  the  Company,  the shareholders, the creditors and the general public for whose benefit the power is to be exercised.     The  Solicitor-General appearing for the  Board  invited our  attention to the judgment in The Barium Chemicals  Ltd. and  Anr.  v. The Company Law Board and Others(1).   But  in that case Hidayatullah and Shelat, JJ., held that the action of  the Board under s. 237(b)  was administrative.   Shelat, J.,   with   whom Hidayatullah, J., agreed, observed  at  p. 362:                     "There is no doubt that the formation of               opinion by the Central Government is a  purely               subjective  process.   There can  also  be  no               doubt that since the legislature has  provided               for  the opinion of the government and not  of               the court such an opinion is not subject to  a               challenge   on   the  ground   of   propriety,               reasonableness’   or  sufficiency.   But   the               Authority  is  required to arrive at  such  an               opinion from circumstances suggesting what  is               set  out  in sub-clauses (i), (ii)  or  (iii).               If these circumstances were not to exist,  can               the  government still say that in its  opinion               they exist or can the Government say the  same               thing where the circumstances relevant to  the               clause  do  not  exist  ?   ......   But   the               expression  ’circumstances suggesting’  cannot               support   the  construction  that   even   the               existence  of  circumstances is  a  matter  of               subjective  opinion.  That  expression  points               out  that there must exist circumstances  from               which  the  Authority forms  an  opinion  that               they   are suggestive of  the crucial  matters               set out in the three sub-clauses." Sarkar,  C.J.,I. and Mudholkar, J., did not agree with  that view. Bachawat, J. expressed no opinion on the nature of the power  conferred by s. 237.  But in Rohtas  Industries  Ltd. v.S.D. Agarwal     Another(2) in dealing with an application challenging  the  action of the Company Law Board  under  s. 237(b) of the Companies Act this Court held that the opinion formed is not open to challenge, but  the circumstances can. The   view  expressed  by Sarkar, C.J., and  Mudholkar,  J., was disapproved.     Some  reliance  was  sought  to  be  placed  upon    the observations   made   in   Nakkuda   Ali   v.M.F.   De.   S. Jayaratne(3), in which the Judicial Committee observed:

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 (1) [1966] Suppl. S.C.R. 311.             (2) A.I.R.  1969 S.C. 707                           (3) [1951] A.C. 66. 185                     "After  all,  words such  as  these  are               commonly  found  when a  legislature  or  law-               making  authority  confers power on a minister               or  official.    However read,  they  must  be               intended to serve in some sense as a condition               limiting   the   exercise  of   an   otherwise               arbitrary  power. But if the question  whether               the  condition  has  been satisfied is  to  be               conclusively decided by the man who wields the               power  the value of the intended restraint  is               in  effect  nothing.   No doubt  he  must  not               exercise the power in bad faith: but the field               in which this kind of question arises is  such               that  the  reservation for the  case  of  bad’               faith is hardly more than a formality.   Their               Lordships  therefore  treat words in  reg.  62               ’where  the Controller has reasonable  grounds               to  believe  that any dealer is  unfit  to  be               allowed to continue as a dealer’ as imposing a               condition  that there must in fact exist  such               reasonable  grounds  known to  the  Controller               before  he can validly exercise the  power  of               cancellation." In  Nakkuda  Alli’s case(1) the Controller of  Textiles   in Ceylon  made an order cancelling the appellant’s licence  to act  as  a  dealer. The Controller  acted  under  a  Defence Regulation  which authorised him to cancel a  licence  "when the  Controller  has reasonable ground to believe  that  any dealer is unfit to be allowed to continue as a dealer".   In the view of the Judicial Committee a condition imposed "that there  must in fact exist such reasonable grounds  known  to the Controller, before he can validly exercise the power  of cancellation", but certiorari to correct the order did   not lie,  and  there was no other means for  obtaining  redress. That  was  a  case under the Defence  Regulations,  and  the Judicial  Committee  was  of the  view  ---in  our  judgment erroneously--that  the  duty to act judicially  arises  only from an express provision to that effect. It was pointed out and  we  think rightly by Lord Reid in Ridge  v.  Baldwin(2) that  when  an  enactment  requires  an  official  to   have reasonable  grounds  for the decision, the law  was  not  so defective  that  the aggrieved person cannot  bring  up  the decision  for review, however seriously he may be  affected, and  however  obvious it may be that the official  acted  in breach  of his statutory obligation. Again in  Padfield  and Others  v. Minister of Agriculture, Fisheries and  Food  and Others(3), the Minister declined to refer a complaint to the Committee    of   Investigation   established   under    the Agricultural   Marketing   Act,   1958,   that   the   price differential  worked unfairly against the south-east  region of  England  where milk  was more valuable and the  cost  of transport  was  less and the price of land  was  high.   The Minister  informed the applicants that the complaint  raised wide issues and which he did not consider suitable  (1)  [1951] A.C. 66.                       (2) [1964]  A.C. 40.                    (3) [1968] 1 All E.R. 694. 186 for  investigation.   He  claimed  that  he  had  unfettered discretion.  The  House of Lords remitted the  case  with  a direction that the Minister should consider the complaint.

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   We  are,  therefore, unable to agree  that  because  the exercise  of  the  power  depends  upon  satisfaction,   its exercise   cannot   be  subjected  to  judicial  review  the Government  being  the final arbiter of  the  conditions  in which the power may be exercised.     But in dealing with a petition against an order made  by the Board under s. 326 of the Companies Act, 1956, the  High Court is not constituted a Court of Appeal over the judgment of  the Board.  The Court has merely to consider whether  in arriving at its decision the Board has restricted itself  to the  enquiry  contemplated  to be made and  has  taken  into consideration  all the relevant circumstances and  that  its decision  is  not  vitiated  by  irrelevant  or  ,extraneous matters.     The High Court was, therefore, right in holding that  in determining  whether  Govan  Brothers is a  person  fit  and proper  to be reappointed managing agent, the  past  conduct and  actings  which  Were relevant to the issue  had  to  be taken  into  account i.e., the Board had  to   consider  the entire conduct and actings past and present of the Directors of Govan Brothers before rejecting the petition filed by the Rampur Company.     The  appeal filed by the Rampur Company  must  therefore fail.  It must, however be pointed out that the time  during which the managing agency of Govan Brothers is to remain  in operation  is  fast  running  out.   The   Solicitor-General appearing  on behalf of the Company Law Board and the  Union of  India has assured us that with the co-operation  of  the Rarmpur Company, the Board will take steps to dispose of the application  within  one month from the date  on  which  the order reaches the Company Law Board. The appeals fail and are dismissed.  There will be no order as to costs in this Court. P.K.P.S.                             Appeals dismissed. 187