1. Heard Mr. G.N. Sahewalla, as well as Mr. Ratnanko Banerjee, learned senior counsels appearing for the appellants/petitioners. Also heard Mr. P. Chatterjee, Mr. S. Dutta and Mr. R. Bachhawat, learned senior counsels representing the respondent Nos. 1 to 15 in the Company Appeal as well as the Revision Petition. None appeared for the remaining respondents.

2. The Company Appeal has been filed under Section 10(F) of the Companies Act, 1956 challenging the judgment and order dated 27/07/2015 passed by the learned Company Law Board, Calcutta Bench in C.P. No. 143/2015 by means of which an ad-interim order has been passed directing the parties to maintain status quo as regards the share holding of the Company and the composition of the Board of Directors besides restraining both the rival groups from creating further third party interest over the fixed assets of the company without the leave of the Company Law Board (here-in-after referred to as CLB).

3. The appeal was admitted by this Court to be heard on the following questions of law:-

“1. Whether the learned company law board was justified in the eye of law in passing an interim order without recording any reasons thereof and without recording any findings as regards existence of prima facie case, balance of convenience or question of irreparable loss?

2. Whether the impugned order passed by the learned Company Law Board is without jurisdiction and hence, a nullity in the eye of law?”

4. The Revision Petition has been filed by the appellants in the Company Appeal as petitioners with a grievance that without deciding the application filed by the petitioners under section 8 of the Arbitration and Concilliation Act, 1996 (in short the Act of 1996) numbered and registered as C.A. No 902 of 2015, the CLB proceeded to hear the Company Petition being C.P. No 143 of 2015 on the question of interim relief, thereby exceeding its jurisdiction in the matter. For a better understanding of the lis, it would be essential to briefly record the factual matrix of the case.

5. The appellant No.1 company, namely, M/s Calcom cement India Ltd. (here-in-after referred to as “the company”) was originally incorporated in the year 2004 under the provisions of Companies Act, 1956 with its registered office situated at Anil Plaza–II, ABC, G.S. Road, Guwahati-781005, Assam. The respondent nos. 1 to 9 (referred to as the “Bawri Group”) were originally in control of the company which was engaged in the business of manufacturing and sale of cement, having two manufacturing units situated in the State of Assam. With a view to strengthen and expand the business activities of the company, the “Bawri Group” had taken a decision in the month of January, 2012 to induct the appellant No. 2 as a strategic investor. Accordingly, on 16/01/2012, several agreements including a share holders agreement was executed by and between the “Bawri Group” and the appellant No.2, (referred to as the “Dalmia Group”) so as to pave the way for the Appellant No. 2 to infuse the desired funds into the company notwithstanding the fact that the management of the company would still remain under the control of the “Bawri Group”. However, despite the same, the appellant No. 2 company had failed to release the funds as per the terms and conditions of the agreement, as a result of which, the “Bawri Group” was compelled to handover the control and management of the company to the appellant No. 2. In order to facilitate such change of management, several agreements were executed by and between the “Bawri Group” and the appellant No 2 on 30/11/2012 laying down the terms and conditions mutually agreed by the parties and the Articles of Association of the company was also suitably amended so as to incorporate such terms and conditions of the share holders agreement dated 16/01/2012 as well as the amendments brought about in the agreement dated 30/11/2012. By virtue of the aforesaid transactions, the control and management of the company stood t