The issuance and service of proper notice is an inseparable part of the principle of natural justice, and any deviation from this principle shows that 'due process' is not followed.

Sujoy Paul, J.

1. This appeal is filed under Section 10-F of the Companies Act, 1956 (for brevity, the 'Act') challenging the orders dated 2.9.2013 and 20.9.2013, passed by the Company Law Board (CLB), Mumbai in Company Petition No. 50/2012.

2. It is contended by the appellants that the respondents/petitioners filed a Contempt Petition No. 397/398 of the Act seeking certain reliefs. The present appellants filed their reply and raised a preliminary objection about maintainability of the petition. The appellants also filed an application under Regulation 44 of the Company Law Board Regulations, 1991 (for brevity, the 'Regulation') on maintainability of the petition. This application was registered as CA No. 206/2012. This application is filed as Annexure A/2. The Company Board in its proceedings dated 21.2.2013 recorded that "CA No. 206/2012 on maintainability of company petition mentioned by the respondents, petitioners to reply within two weeks thereafter. Adjourned to 2.4.2013 at 2.30 pm for argument on CA 206/2012." This order sheet is filed as Annexure A/3. The respondents/petitioners filed their reply to the said CA on 18.3.2013. Thereafter, the matter was taken up by CLB on 2.4.2013. The CLB ordered that "parties are hereby required to negotiate with the auditors for a date for even two years at present, i.e., 10-11 and 11-12. Dates be informed accordingly to commence orders at the earlier. In any case, not later than 20.4.2013. CA No. 206/2012 to be heard after audit report." On the strength of this order, it is contended by Shri Manoj Munshi, learned counsel for the appellants that CLB made it clear that it will hear the parties on the question of maintainability of company petition after receiving the audit report.

3. Shri Manoj Munshi, learned counsel for the appellants submits that no hearing took place after 2.4.2013 and the said company petition was kept sine-die by the CLB. It is contended that no valid notice of hearing was given to the appellants and behind their back, the CLB took up the matter on 2.9.2013. On the said date, the CLB passed the impugned order. The order dated 2.9.2013 was further modified on 20.9.2013 (Annexure A/8). It is urged that for this hearing also, no opportunity was provided to the appellants. They were neither put to notice nor were present at the time of passing of the aforesaid orders.

4. The appellants have raised following points in the course of arguments:-

(i) that, no notice as contemplated under Regulation 21 of the Regulations was served upon the parties for the hearing held on 2.9.2013 and 20.9.2013.

(ii) that, CLB had no jurisdiction to entertain the petition as there was no case of oppression or mismanagement under section 397/398 of the Companies Act, 1956.

(iii) that, there was no pleading or averments in the entire petition which amounts to oppression of majority by minority. The majority have many option under the Act against the minority. They may pass any resolution and reverse any act or deed of the minority, whereas such remedy is not available to them therefore remedy under section 397/398 has been provided to minority and not the majority.

(iv) that, there was no conduct of minority which amounts to oppression of majority.

(v) that, at the time of filing of petition the R/2, R/3 and R/4 had already resigned from the R/1 Company, therefore there was no continuous oppression even for the sake of arguments and it is one of the condition that oppression must continue.

(vi) that, CLB erred in not deciding the issue of maintainability of the Petition despite having on record CA 206/2012.

(vii) that, any order passed without jurisdiction over subject matter is nullity.

(viii) that, even by consent no jurisdiction can be conferred upon CLB.

(ix) that, the Compliance Report cannot be read in isolation, it has to be read in totality where emphasis has been given for deciding the CA 206/2012 before proceeding further."

5. In support of said points, synopsis of arguments is filed