( 1 ). The appellant, M/s. Bhankerpur Simbhaoli Beverages Pvt. Ltd. and another, have assailed the order dt. 28th May, 1993 passed by the Principal Bench, of the Company Law Board, at Delhi (hereinafter called the Board) under Section 1 OF of the Companies Act (hereinafter called the Act ). The grievances of the appellant, inshort are, that by the impugned order, the Board exceeded its jurisdiction in deciding the questions and issues, without recording evidence and without testing the allegations of the parties. Furthermore by the impugned decision, the Board could not have struck down the decision of the Shoe Specialities Pvt. Ltd. dated 30th April, 1992 of issuing additional shares and the allotment thereof in favour of appellant No. 1. ,the decision of the Board regarding the mis-management arising out of the allotment of shares in favour of respondent No. l and non-allotment of shares in favour of respondents 2 and 3 cannot stand the test of scrutiny. By the impugned order, the Board has granted certain relief in favour of respondents 2,3,4 and 5 without deciding the locus standi of the said respondents to file the petition bearing No. C. P 29/92. The complaint made and relief sought in C. P. 29/92 were directly and substantially in issue before the Madras High Court. Hence the Board could not and ought not to have entertained the petition much less granting the relief therein. The Board without verifying the correctness of Form No. 32 gave its verdict which is contrary to the facts on record. It arrived at a wholly unwarranted inference that the petitioner had been holding parallel meetings claiming to be continuing as Director of respondent No. 2. According to the appellants, the impugned order suffered in law, hence the appeal.

( 2 ). Before the question of issuance of show cause notice could be taken up, the respondents represented by Mr. F. S. Nariman, Sr. Advocate raised a preliminary objection regarding the maintainability of this appeal in this High Court. Office had also raised similar objection but on a different ground. Mr. Nariman took objection to the maintainability of this appeal before Delhi High Court, on two accounts; firstly that no cause of action arose at Delhi and secondly the Registered office of Shoe Specialities whose shares are under question has its registered office at Madras. Hence it is the Madras High Court which will have the jurisdiction under Section 1 OF of the Act.

( 3 ). In order to appreciate the objection, we have to analyse the scheme of the Act. The Act was amended from time to time, and lastly, it was amended in 1988 called the Companies (Amendment)Act 1988. Bytheamendingactof1988,the powers of the Court under Part VI Chapter VI with which we are concerned, vested with the Company Law Board. The formation of the Board and its power, by virtue of the amendment of the Act are given in anew chapter i. e. part I-A. The said Part 1-A deals with the Board of Company Law Administration. Section IOE in part 1-A confers power on the Board to exercise and discharge such powers and functions as may be conferred on it, by or under this Act or in any other law, and also the powers and functions entrusted to it by the Central Government under this or any other law by notification in the Official Gazette. Section 10e (4c) provides that the Bench constituted under the Board shall exercise certain powers under the Code of Civil Procedure. Section 10-E (4d) indicates that every Board shall be deemed to be a civil court and every proceeding before the Board shall be deemed to bejudicial proceeding. Further Section IOE (6) gives power to the Board to regulate its own procedure. The object and reason for the amendment was to set up an independent company law board to exercise such judicial and quasi judicial function as were exercised either by the court or the Central Government. After coming into force of the Amended Act, 1988, the Company Law Board started exercising wider jurisdic