2019 Supreme(Mad) 1360

IN THE HIGH COURT OF JUDICATURE AT MADRAS
R. SUBBIAH, KRISHNAN RAMASAMY, JJ.
M/s. Magic Frames, Partnership Firm, Reg. by its Partner R. Sarath Kumar & Others -
Appellants
Versus
M/s. Radiance Media P. Ltd., Rep. by its Authorised Signatory N. Srinivasan - Respondent
O.S.A.No. 447 of 2018 & C.M.P.No. 20376 of 2018
Decided On : 04-06-2019

Headnote:

Civil Procedure Code,1908 - Order 37, XXII,43,13-A - Rules 1,2,10 - Section 104 - Madras High Court Original Side Rules - Order 4 Rule 1 - Companies Act, 1956 - Commercial Courts (Amendment) Act, 2018 - Sections 12(3),13,13(2),13(1-A),9(2),16(2),16(3),15 - Arbitration Act - Section 37,37(1),37(2)(a) - Transfer of Property Act,1882 - Section 58(c) - Delhi High Court Act, 1966 - Section 10 - Commercial Courts Commercial Division and Commercial Appellate Division of High Courts Act, 2015 - Section 18 - Application - Engaged in business of production and distribution of films and lending for film production activities - Mortgage deed - Company incorporated under Companies Act and is engaged in business of production and distribution of films and lending for film production activities - In course of business defendants collectively approached plaintiff and requested plaintiff to finance for producing a feature film titled Production starring actors and directed by - Plaintiff has also agreed to provide finance as a loan to produce said feature film - With regard to same a loan agreement was entered into between plaintiff and defendants - Pursuant to same plaintiff had also lent a sum of vide cheque drawn on Kotak Mahindra Bank in connection with said feature film with terms and conditions specified therein - Since loan amount is unsecured for commercial purpose rate of interest was fixed at per annum and interest on principal amount is liable to be paid on monthly basis - A service charge of loan amount also would be recoverable along with loan amount - Date of repayment of loan amount along with interest etc was - As per terms of loan agreement defendants-borrowers consented that all Revenues from world Satellite rights television relating to screening and broadcasting Cable Television DTH Television Digital Broadcasting video VCD DVD etc - Of said feature film or in event of said feature film tentatively titled as above does not materialise subsequent projects of defendants/borrowers in place of said film shall vest with plaintiff and be collected for and on behalf of plaintiff until loan amount is paid as per loan agreement - Defendants/borrowers also undertook that they shall not alienate above stated satellite rights etc to any third parties - Further as per terms of agreement if defendants/borrowers attempted illegally or with a mala-fide intention try to alienate above stated Satellite rights etc of above said feature film or any subsequent project in place of above titled feature film to derive monetary benefit prior to paying loan amounts along with interest to plaintiff then plaintiff shall be entitled to appropriate legal remedies to prevent same - Whether in whole or in part depends - Whether an order passed by trial Judge amounts to a judgment within meaning of Letters Patent - Whether same concludes rights of parties - Whether present appeal is maintainable under Commercial Courts Act - If this question is answered that would suffice to decide issues raised in this appeal - Whether in whole or in part depends - Whether an order passed by trial Judge amounts to a judgment within meaning of Letters Patent - Whether same concludes rights of parties - Whether present appeal is maintainable under Commercial Courts Act - If this question is answered that would suffice to decide issues raised in this appeal - Held, Court are of opinion that judgments relied on by learned counsel for appellants arise out of Letters Patent - So far as order passed under Commercial Courts Act is there is a clear bar under Section 13(2) therein which states that notwithstanding anything contained in any other law for time being in force or Letters Patent of a High Court no appeal shall lie from any order or decree of a Commercial Division or Commercial Court otherwise than in accordance with provisions of this Act - Further Section 16(3) of Commercial Courts Act says that where any provision of any rule of jurisdictional High Court or any amendment to Code of Civil Procedure by State Government is in conflict with provisions of Code of Civil Procedure as amended by this Act provisions of Code of Civil Procedure as amended by this Act shall prevail - Proper function of a proviso is that it qualifies generality of main enactment by providing an exception and taking out as it were from main enactment a portion which but for proviso would fall within main enactment - Ordinarily it is foreign to proper function of a proviso to read it as providing something by way of an addendum or dealing with a subject which is foreign to main enactment - It is a fundamental rule of construction that a proviso must be considered with relation to principal matter to which it stands as a proviso - Therefore it is to be construed harmoniously with main enactment - In Butt Vs State of Jammu & Kashmir - In Sons Ltd Vs Assistant Commissioner of Sales Tax said It is a cardinal rule of interpretation that a proviso to a particular provision of a statute only embraces field which is covered by main provision - It carves out an exception to main provision to which it has been enacted as a proviso and to no other - Court cannot then take recourse to Clause of Letters Patent which has been specifically overridden by non-obstante clause in sub-section (2) of Section 13 of Commercial Courts Act - That would mean Court can entertain an appeal otherwise than in accordance with provisions of Commercial Courts Act - That would also mean that in cases of orders unless these are specifically enumerated in Order XLIII Rule 1 of CPC as amended by Commercial Courts Act and Section 37 of Arbitration Act may be non-appealable but they would be otherwise appealable because they are judgments - By that process any judgment or order which is not an order or decree as understood by CPC but is a judgment within broad sweep of Clause of Letters Patent would be appealable though Letters Patent has been specifically overridden by Commercial Courts Act - As above this Law is a complete Code by itself then Court cannot accept argument of that impugned order is a judgment and therefore is otherwise appealable - This is precise reason why Commercial Courts Act has been brought in - Court are therefore of firm view that in facts and circumstances of this case considering nature of order under appeal even if we go by view taken in Hubtowns case as also relevant paragraphs in case of test would be whether same concludes rights of parties - That has not concluded rights but it has merely overruled an objection to territorial jurisdiction of this Court raised as a preliminary one by defendants - Defendant in event aggrieved by final decree can always in one of grounds of appeal raise issue of correctness of this order as well - For that purpose Court need not entertain this appeal and prolong trial - Court have noted that object and purpose of Act was present to minds of both Division Benches and to ensure expeditious disposal of suits and applications involving a commercial dispute Parliament had enacted a scheme - Court would be defeating and frustrating it wholly in event Court hold that an order of present nature and impugned in this appeal is an appealable one under sub-section (1) of section 13 - Therefore upholding preliminary objection of Court dismiss all these appeals - Appeal Dismissed