JUDGMENT - V.A. MOHTA, J.:---This is a reference to consider the following three questions pertaining to the practice and procedure concering an Appeal under section 10-F of the Companies Act I of 1956 (the Act):-

1. Whether an Appeal under section 10-F of the Companies Act I of 1956 against an order of the Company Law Board can be entertained by the High Court in exercise of its 'Ordinary Original Civil Jurisdiction'?

2. Whether such an Appeal can be filed in the form of a petition to the Company Court by following the procedure prescribed for making original application to the Company Court under the Companies' Court Rules, (1959) instead of presenting a Memorandum of Appeal formulating questions of law arising out of Order under Appeal?

3. Whether such an Appeal is liable to be heard by a Single Judge of Division Bench on the Original Side or Appellate Side till the appropriate rules are made and published by the appropriate authority in this behalf?

2. Basic factual background is this;

Some shareholders of M/s. RDI Print and Publishing Private Limited (having its registered office in Bombay) filed a petition before the Company Law Board (C.L.B.) under sections 397 and 398 of the Act. Aggrieved by the adverse order dated 21-4-1993 passed the - reupon, Mr. Minoo H. Mody ( the Original Respondent No. 2) has filed an Appeal in this Court under section 10-F of the Act. It was labelled and presented in the form of a petition and was registered as Company Petition No. 242 of 1993 on the Original Side of this Court as per the prevailing practice. It was heard by the learned Single Judge who came to prima facie conclusions that (i) an Appeal under section 10-F cannot be in the form of a petition to the Company Court and will have to be in the form of a Memorandum of Appeal formulating questions of law arising out of the order impugned, and (ii) it cannot be filed and entertained on the Original Side of this Court and will have to be filed and entertained only on the Appellate Side, till appropriate rules pertaining to the practice and procedure concerning such Appeal are made by the appropriate authority in this behalf. In view of the importance of the questions, the learned Single Judge, by Order dated 17-6-1993, suggested to the Honourable Chief Justice to make a reference to a Division Bench for consideration of the questions and this is how the matter is placed before us.

3. Section 10-F has been brought on the statute book by the Companies (Amendment) Act, 1988 with effect from 31-5-1991. Before this amendment, the High Court was empowered to entertain the petitions under sections 397 and 398 of the Act. By this amendment, this original jurisdiction has been transferred to the C.L.B. Having transferred the jurisdiction to the C.L.B, an Appeal to the High Court has been provided on any question of law arising out of such an order.

4. Section 2(11) of the Act defines the term "the Court" as meaning "with respect to any matter relating to a company, the Court having jurisdiction under this Act with respect to that matter relating to that company, as provided in section 10." Section 10(1) of the Act specifies that the Court having jurisdiction under the Act shall be the High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situated, except to the extent to which jurisdiction has been conferred on any District Court or District Courts subordinate to the High Court in pursuance of sub-section (2). Section 643 deals with the rule making power of the Supreme Court in exercise of which the Companies (Court) Rules, 1959 (the Rules) have been made. Rule 2 defines various terms such as "Court", "High Court", "Judge", etc. Naturally the definitions are in consonance with sections 2(11) and 10 of the Act.

5. This takes us to the Rules framed by the High Court of Judicature at Bombay- Original Side as well as Appellate Side.

First the Rules on the Original Side; Rule 26 specifies th

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