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CASE NO.: Appeal (civil)  9446 of 2003

PETITIONER: Manish Mohan Sharma & Ors.                               

RESPONDENT: Ram Bahadur Thakur Ltd. & Ors.                   

DATE OF JUDGMENT: 21/03/2006

BENCH: Ruma Pal & Dalveer Bhandari

JUDGMENT: J U D G M E N T WITH

C.A. NO.9445 OF 2003

RUMA PAL, J.

       Ram Bahadur Thakur Ltd., the respondent No.1 was  founded  by Chatur Bhuj Sharma and Madan Mohan Sharma.  They were first cousins, their fathers being brothers.  The  shareholding of the two cousins in the respondent No.1 was  equal.  Since 1992, disputes arose between the two groups,  who are referred to respectively as the CBS Group and the  MMS Group.  The MMS Group is in appeal before us and the  CBS Group is represented by the respondents No.2 to 4.  The  disputes related primarily to the management of the various  companies owned by the family including and in particular the  Respondent No.1. In 1996 the MMS Group filed a company petition (No.56  of 1996) before the Company Law Board, New Delhi under the  provisions of Sections 397 and 398 of the Companies Act,  1956, complaining inter alia of having been ousted from  management of the companies and seeking a role in such  management.  Various interim orders were passed.  On 9th  January, 1997, the Company Law Board removed the  respondent No.2 as  Chairman and Managing Director of the  Company and appointed a retired Judge, Justice A.N. Varma  as the Chairman of the Company.  In 1998, pursuant to  another interim order passed by the Company Law Board, the  MMS Group was put in joint management of the Company. The creditors of the Companies including the company’s  bankers, namely Syndicate Bank initiated proceedings against  the company inter alia for recovery of outstanding dues.  The  matter was ultimately resolved between the parties with the  persuasion of the Company Law Board and praiseworthy  efforts of the Chairman, Justice A.N. Varma.  The terms of the  family settlement were set down in a Memorandum of Family  Arrangement and Transfer Document.  By an order dated 19th August, 1999, the Company Law  Board recorded the history of the disputes between the parties  and the proceedings taken by each against the other and  ultimately the resolution of the differences of the parties.  The  Company Law Board recorded that the Board had in the  course of hearing suggested various terms of settlement to  resolve the matters amicably between parties having regard to  their close relationship.  It had expressed its opinion that in  order to achieve a fair and equitable settlement, out of the

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nine tea estates owned by respondent No.1, five tea estates  together with certain other assets should be vested in the  MMS Group.  The suggestion was accepted by the parties  in  the settlement arrived at between them.  They identified the  tea estates and other assets to be given to the MMS Group and  also quantified the share of the liability of the respondent No.1  which had to be paid by the MMS Group which came to Rs.  7,24,67,708.90 (Rupees seven crores twenty four lacs sixty  seven thousand seven hundred and eight and paise ninety  only). The order records that the Memorandum of Family  Arrangement and Transfer Document executed between the  parties would form an integral part of the order.  As far as the  figure of Rs. 7,24,67,708.90 was concerned, the Company Law  Board stated that it would be subject to all deductions and  adjustments as set out in the Transfer Document.  One Mr.  M.C. Joseph, Chartered Accountant was appointed as an  independent auditor for the purpose of clause 4.1.1.12 of the  Transfer Document, who would verify and certify the figures  stated therein.  It was also recorded that on completion of the  settlement, the five estates and certain other assets would vest  in the MMS Group.  In order to perfect their title thereto, the  Company Law Board directed the parties to execute the  transfer deeds to affect the transfer of the relevant assets.   Accordingly, the Board pursuant to powers vested in it under  Section 402 of the Companies Act 1956, directed that:- (a)     both parties fill up and complete  Schedules 1,4,7,8,11 and 12 in the  Transfer Document relating to the Assets  of Ram Bahadur Thakur Ltd. (which are  currently blank/incomplete), the mutual  agreement and following the completion  of the said Schedules the parties shall  forthwith execute the Transfer  Documents Relating to the Assets of Ram  Bahadur Thakur Ltd;

(b)     both parties fill up and complete  Schedules 1 4(Part B), 5,6,7,8 and 9 in  Memorandum of family arrangement (  which are currently blank/incomplete),  by mutual agreement and following the  completion  of the said Schedules the  parties shall forthwith execute the  Memorandum of Family Arrangement.   And both parties shall take all necessary  steps to implement the settlement  contemplated under the said documents  which must be completed by 30th  September, 1999.  The Memorandum of  Family Arrangement and the Transfer  Document Relating to the Assets of Ram  Bahadur Thakur Ltd. set out the entire  agreement the parties and there are no  understandings and/or arrangements  other than expressly stated in these  documents."

Paragraph 8 of the Order is also of some consequence  and is quoted verbatim:-

"Time shall be of the essence in affecting  the settlement.  If either party fails to  perform it’s obligations undertaken  pursuant to the Memorandum of Family

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Arrangement or the Transfer Document  relating to the Assets of Ram Bahadur  Thakur Ltd., within the time specified  therein, the aggrieved party shall be at  liberty to approach us for appropriate  orders /directions and for expediting the  final disposal of the petition and the  various interim Applications. After the  completion  of all the transactions both  sides shall appear before us for the final  disposal of the petition and the various  Interim Applications.  In the event of any  further difficulties in the implementation  of this order the parties shall be at liberty  to apply to us for implementation of this  order".

In paragraph 12 of the order the Company Law Board  recorded that the order had been read out to the parties and  the parties had confirmed their consent to the terms of the  order.    In terms of the Memorandum of Family Arrangement  (referred to hereafter as the ’MOFA’), the CBS Group was  required to give a completion notice to the MMS Group  signifying that the five estates were free from all  encumbrances and ready to be transferred by the Respondent  No.1 to the MMS group.  According to the CBS Group, such  notice was given on 17th January, 2000.  The notice was  objected to by the MMS Group by letters dated 18th January,  2000 and 20th January, 2000 on the ground that it was not in  terms of Clauses 7.2 and 7.3 of the Transfer Document.   On 7th February, 2000 the MMS Group filed an  application under Section 634A of the Companies Act 1956  praying for a decision as to whether the notice dated 17th  January, 2000 was valid and if so, to direct the CBS Group to  proceed with the completion as per the Transfer Document  and the MOFA.  Alternatively it was prayed that if the notice  was held to be invalid the CBS Group should be directed to  handover the entire Management of the Respondent No.1 to  the MMS Group and the MMS Group should complete the  agreement.  In the further alternative it was prayed that a  Special Officer should be appointed to take over the  responsibilities of the CBS Group in the Management of the  Company and  should be directed to complete the agreement  between the parties. While this application was being heard, the CBS Group  filed an application on 5th July, 2000 seeking  for recalling of  the orders of the Company Law Board including the order  dated 19th August, 1999 and to take up the matter for final  hearing and to permit the respondent No.1 to sell one or more  of its assets to clear the outstandings of the Syndicate Bank or  in the alternative appoint an administrator to sell the  respondent No.1’s assets and property to clear the dues of the  Syndicate Bank and other statutory dues. Apart from other contentions raised by the MMS Group,  it was contended by them before the Company Law Board that  they were not liable to pay the accrued gratuity liability  amounting to Rs. 8.5 crores or  the portion attributable to the  5 estates agreed to be sold to the MMS Group amounting to  Rs. 4.74 crores.  It was stated that they had already paid  several amounts to the respondent No.1 and were entitled to  deductions in terms of the agreement. They sought for  enforcement of the order of the Company Law Board dated  19th August, 1999 as a decree. The CBS Group contested the submissions before the

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Company Law Board and stated that they were still interested  in working out the settlement provided the MMS Group  adhered to the terms of the agreement.  According to the CBS  Group if the MMS Group had paid their outstanding liability of  Rs. 3.6 crores directly to the Syndicate Bank, the CBS Group  could have paid the balance of 4 crores demanded by the Bank  and the 5 sale estates could have been transferred free of all  charges and the MMS Group would have become absolute  owner of the estates. It was also stated that because of the  failure of the MMS Group to clear their dues, the Bank had got  a decree from the Debt Recovery Tribunal and the properties of  the Company had been attached.   The Company Law Board by its order dated 18th August,  2000 noted that the MMS Group had submitted that they were  not liable to make any payments towards the outstanding  Bank dues, and that according to the MMS Group nothing  would become payable by the MMS Group to the CBS Group  in terms of the agreement after giving effect to all the clauses.   In fact according to the MMS Group, the CBS Group had to  pay an amount to the MMS Group after the adjustment of the  account. The Board noted that the only question was whether  the accrued gratuity liabilities  in respect of the employees of  the 5 estates had been taken into account by the parties when  they entered into the agreements and what the parties  had  intended in including clauses 4.1.1.11 in the MOFA. The  Board found that there was substance in the contention of the  CBS Group that the liabilities on account of gratuity was never  contemplated by the parties when they entered into agreement  fixing the MMS Group’s share of liabilities.  Thus although  they found that the MMS Group was "legally right in claiming  the amount", the CBS Group was justified in its stand that  this was not in contemplation of the parties.  It was, therefore,  found that there was no meeting of minds and there was bona  fide dispute between the parties with regard to the  interpretation of the clause relating to the accrued gratuity  liability. In these circumstances, the Board found that it could  not pass any order on the application under Section 634A filed  by the MMS Group. As far as the CBS Group’s application was  concerned, their prayer for recalling the orders passed by the  Board was rejected.   Both the applications were accordingly  dismissed but it was observed that:- "In case the parties still desire to have the  disputes decided amicably, they are at  liberty to do so failing which the petition  will have to be heard or merits and till  that time all the interim orders including  the present arrangement in relation to  the management of the affairs of the  company will continue."

The MMS Group carried the matter before the High Court  of Patna by way of an appeal under Section 10F of the  Companies Act, 1956. The appeal was dismissed by the  learned Single Judge holding that the clause relating to  gratuity namely clause 4.1.1.11 clearly showed that the  liability to pay the gratuity was on the MMS Group.  However,  the High Court also found that the Company Law Board was  correct that the same was not in contemplation of the parties  and accordingly dismissed the appeal. Learned counsel appearing on behalf of the appellant has  submitted that the Court could not refuse to implement the  consent order dated 19th August, 1999.  It was stated that the  Company Law Board while dealing with an application under  Section 634A sits as an executing Court and in such a  situation its powers are curtailed to the extent that it is bound

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to take the judgment as it stands.  The Executing Court can  interpret the decree and proceed with its execution as  interpreted but could not refuse to execute it.  It was argued  that the legal effect of the consent order is that it is binding on  the parties and could not be set aside except on very limited  grounds, none of which was present.  It was submitted that  even if there was an ambiguity in the consent order that could  have been interpreted.  There was in fact no mistake of fact  that had arisen either with respect to the agreement or the  consent order.  As far as the issue of the liability of the MMS  Group under clause 4.1.1.11 of the Transfer Document to pay  the gratuity which had accrued to the employees of the estate  transferred to the MMS Group was concerned, it was  submitted that the MMS Group without prejudice to its rights  and contentions  had agreed before the Company Law Board  and were  still willing to take over that liability. In any event, it  was submitted that the disputed clause could be severed and  the remaining clauses of the agreement could be implemented. Learned counsel appearing on behalf of the CBS Group  submitted that the order of the Company Law Board recording  the MOFA and Transfer Document was not a final order.  It  was submitted that the parties never understood the order of  the Board dated 9th August, 1999 to have finally disposed of  the disputes.  In fact after the order of the High Court, the  appellants themselves had gone back to the Company Law  Board and filed an application praying for enforcement of the  agreement after severing clause 4.1.1.11. That application was  pending.  Secondly it was submitted that in terms of the  agreement, the payment of amounts in terms of the agreement  by the MMS Group to the CBS Group was to be simultaneous  with the completion. The MMS Group defaulted in  carrying  out its obligation and in fact the parties  therefore had the  right in terms of the MOFA to rescind the agreement.  As far  as the Transfer Document was concerned, it was stated that  the CBS Group had acted strictly in terms thereof.  It was  stated that had the MMS Group carried out their obligations  under the agreement, the Bank’s dues would have been  discharged. As matters now stood the Bank dues had  increased from approximately Rs. 8 crores to a demand of  about 18 crores.  It was stated that in an adjustment of the  equities, the MMS Group would have to bear its share of the  Bank dues as at present obtaining.  Finally it was submitted  that the appeal of the MMS Group should not be entertained  under Article 136 having regard to their conduct.   Our  attention was drawn to an investigation initiated  by the  Government against the 5 tea estates under the Management  of the MMS Group.   Broadly speaking, the Memorandum of MOFA and  Transfer Document provide for a Transfer of 5 tea estates by  the respondent No.1 to the MMS Group subject to the MMS  Group paying a certain amount towards its share of liabilities  of the respondent No.1.  The CBS Group would get to retain  the respondent No.1 and all its other assets moveable and  immoveable including four tea estates. The interpretation of  the clauses which are called into question before us are those  which dealt with; a)      The sequence in which the clauses in the  agreements were to be implemented;

b)      The requirements of the completion notice; c)      The quantification of the liabilities undertaken  to be borne by the MMS Group; d)      The consequence of the failure of either of the  parties to abide by the terms of the MOFA and  Transfer Document.

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The Company Law Board and the High Court did not  decide questions (a) (b) or (d). As far as (c ) was concerned the  question was limited to the interpretation of Clause 4.1.1.11.  That Clause reads:-  "Any statutory dues or dues in respect of  labour and executives employed at the  Sale Estates accrued upto 31st May,  1998".

The ’sale estates’ are the five estates which were to be  transferred by the respondent No.1 to the MMS group. As we  have noted learned counsel for the appellants submitted that  although they had an arguable case on the incorrectness of  the finding of the High Court which held that the MMS Group  was liable to pay the gratuity liability, they were agreeable to  concede  this point so that the differences between the parties  could be resolved.   We have therefore not heard them on the  interpretation of clause 4.1.1.11. Their basic grievance was  that the Company Law Board  could not refuse to execute     the order dated 19th August, 1999 and the terms of the MOFA  and Transfer Document which were incorporated therein and  that is the issue which calls for resolution by us. In our opinion the order dated 19th August, 1999 was not  an interim order as contended by the respondents. The issues  resolved thereby could not be reopened or reargued for a  different disposal of those issues.  The order was passed  expressly under Section 402 of the Companies Act which  reads:- "402. Powers of (Tribunal) on application  under Section 397 or 398.--  Without  prejudice to the generality of the powers  of the (Tribunal) under section 397 or  398, any order under either section may  provide for\027

(a)     the regulation of the conduct of  the company’s affairs in future; (b)     the purchase of the shares or  interests of any members of the  company by other members  thereof or by the company; (c)     in the case of a purchase of its  shares by the company as  aforesaid, the consequent  reduction of its share capital; (d)     \005\005\005\005\005\005\005\005\005\005\005\005\005\005\005\005.. (e)     \005\005\005\005\005\005\005\005\005\005\005\005\005\005\005\005. (f)     \005\005\005\005\005\005\005\005\005\005\005\005\005\005\005\005. (g)     Any other matter for which in the  opinion of the (Tribunal) it is just  and equitable that provision  should be made.

The powers under Section 402 are residuary in nature  and in addition to the powers available to the Company Law  Board under Sections 397 (2) and Section 398(2) which permit  the Company Law Board to make such order as it thinks fit  with a view to bringing to an end the matters complained of  under Section 397(1) and with a view to bringing  to an end or  preventing the matters complained or apprehended under  Section 398(1).          Doubtless the Company Law Board speaks of ’final  disposal of the petition and the various interim applications’.  This was  because in terms of the order itself (which included

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the MOFA and the Transfer Document), various steps had to  be taken to complete the severance of the relationship finally  between the MMS Groups and the respondents.  This did not  make the affirmation of the MOFA and the Transfer Document  an interim arrangement.  The operative portion of the order  directed the execution of the MOFA and Transfer Document by  the parties after completion of the schedules thereto. The  entire order was passed by consent.   Parties cannot resile  therefrom.  Therefore the order cannot be described as an  interim order in the sense that the issues decided thereby  could be reopened.              Under Section 634A which provides for enforcement of  orders of the Company Law Board,   "Any order made by the Company  Law Board may be enforced by that  Board in the same manner as if it were a  decree made by a Court in a suit pending  therein".  

The word ’any order’ used in the opening of the section,  indicates that all orders made by the Company Law Board on  an application under Sections 397 and 398 are enforceable  like decrees without any limit on the nature of the order  passed by the Company Law Board. ( See: Lyallpur Bank Ltd.  Vs. Ramji Das (deceased) through his sons & Anr. AIR (32)  1945 Privy Council 60).  A "decree" under the Code of Civil Procedure has been  defined as meaning  "\005.the formal expression of an  adjudication which, so far as regards the  Court expressing it, conclusively  determines the rights of the parties with  regard to all or any of the matters in  controversy in the suit and may be either  preliminary or final".  

   All decrees whether preliminary or final are susceptible  to execution. (vide Section 36 of the Code of Civil Procedure.) The order dated 19th August, 1999 was in fact a  preliminary decree.  Final disposal of the matter or the final  decree  would  be after full implementation of the terms of the  MOFA and Transfer Document.  The interim orders passed  relating to joint management were therefore directed to be  continued until such time. Significantly, the Company Law Board in the order dated  19th August, 1999 had itself recorded that if there was any  difficulty in the implementation of the order "the parties shall  be at liberty to apply to us for implementation of this order".   Yet when the application was made for such implementation,  the Company Law Board did not abide by its own direction. Since the Company Law Board when it deals with an  application under Section 634A sits as an executing court it is  subject to all the limitations to which a Court  executing a   decree is subject.  It is well settled that an executing court  cannot go behind the decree, unless the decree sought to be  executed is a nullity for a lack of inherent jurisdiction. A  decree is without jurisdiction if the Court passing the decree  usurps a jurisdiction which it did not have and which could  not be waived by the parties. (See: Sunder Dass Vs. Ram  Prakash (1977) 2 SCC 662, 667; Seth Hiralal Patni Vs. Sri  Kalinath (1962) 2 SCR 747, 750; Vasudev Dhanjibhai Modi  Vs. Rajabhai Abdul Rehman & Ors. (1970) 1 SCC 670, 672;  Rafique Bibi (dead) by Lrs. Vs. Sayed Waliuddin (dead) by  Lrs. & Ors. (2004) 1 SCC 287,292).  The last two decisions  have also held that  the lack of jurisdiction must be patent of

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the face of the decree in order to enable the executing court to  come to the conclusion that the decree is a nullity. Furthermore, the order dated 19th August, 1999 was a  consent order. Its terms and conditions were contained in the  MOFA and the Transfer Document which expressly formed an  integral part of the order itself.    A consent decree has been  held to be a contract with the imprimatur  of the Court   superadded.  It is something  more   than   a mere   contract  and has the elements of both a command and a contract.   (See: Wentworth Vs. Bullen  141 ELR 769;   C.F. Angadi Vs.  Y.S. Hirannayya  (1972) 1 SCC 191, 197).  As was said by  the Privy Council as early as 1929, "The only difference in this  respect between an order made by consent and one not so  made is that the first stands unless and until it is discharged  by mutual agreement or is set aside by another order of the  Court; the second stands until and unless it is discharged on  an appeal (See: Charles Hubert Kinch Vs. Edward Keith  Walcott and Ors. AIR 1929 Privy Council 289). It is nobody’s case that the order dated 19th August, 1999  was a nullity. The respondents had filed an application for  recalling the order dated 19th August, 1999.  The Company  Law Board dismissed that application.  An appeal has been  filed  before the Patna High Court which is said to be pending.   However, it has not been drawn to our attention by the  respondent that the application for recall was founded on the  submission that the order dated 19th August, 1999 was a  nullity.  In the absence of such an issue being raised and  decided, the Company Law Board was bound to execute the  order. If the Board found that the decree or any of its terms  called for interpretation, it was within the Board’s jurisdiction  to interpret that particular term and to execute the decree on  the basis of such interpretation. As was said by this Court in  Topanmal Chhotamal, Vs. M/s. Kundomal Gangaram and  Ors. AIR 1960 SC 388,390,  if a decree is ambiguous, it is  the duty of the Executing Court to construe the decree. (see  also   Central Bank of India Vs. Rajagopalan, AIR 1964 SC  743,748). Both the Company Law Board and the High Court in fact  interpreted Clause 4.1.1.11 and came to  definite, albeit  different, conclusions as to what the clause meant. It may be  that the conclusion was not what was being contended for by  the appellants. It may also be that the interpretation put on  the clause by the Board or the High Court was not in the  contemplation of the parties.  Nevertheless once having agreed  to particular terms of settlement which were incorporated in a  decree, the parties concerned are bound to comply with the  terms as may be interpreted by the executing Court. Once the  interpretation is done the decree must be executed as  interpreted.   The effort of the executing Court must be to see that the  parties are given the fruits of the decree.  The mandate is  reinforced  when it is a consent decree and doubly reinforced  when the consent decree is a family settlement.  Clauses 3.1  and 3.6 of the MOFA make it clear that the agreements were  arrived at between the parties to resolve finally long pending  disputes between the family members relating to jointly owned  assets. The clauses read as follows:- "For the sake of resolving the disputes of  the Sharma Family and the Companies  owned by them and to regain the  harmony, peace, love and affection  amongst the two groups and for the  welfare and prosperity of the Sharma  Family and the Companies owned by  them;

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The Memorandum of Family Arrangement  will also take into its fold and include the  Transfer Document Relating to the Assets  of Ram Bahadur Thakur Ltd. (RBTL),  executed as per the directions of the CLB,  Annexed hereto  and marked as Schedule  5.  The above mentioned Transfer  Document Relating to the Assets of Ram  Bam Bahadur Thakur Ltd. is in  implementation of and forms an integral  part of this Memorandum of Family  Arrangement."

It has been repeatedly emphasized in several decisions  that family settlements are governed by a special equity and  are to be enforced if honestly made.  This would be so "even if  the terms may have been agreed to on the basis of an error of  the parties or originate in a mistake or ignorance of fact as to  what the rights of the parties actually are, or of the points on  which their rights actually depend".  This is because the object  of an arrangement is to protect the family from long drawn out  litigation, and to bring about harmony and goodwill in the  family (see  Kale Vs. Deputy Director of Consolidation 1976  (1) SCR 202,122,123,125).  The courts lean heavily in favour  of family arrangements and,  "matters which would be fatal to  the validity of similar transactions between strangers are not  objections to the binding effect of family arrangements".  This  view has been reiterated recently in Amteshwar Anand Vs.  Virender Mohan Singh & Ors., (2006) 1 SCC 148. In our opinion both the Company Law Board and the  High Court erred in refusing to execute the order dated 19th  August, 1999 under Section 634A of the Companies Act.  They  have thereby failed to exercise the jurisdiction with which they  were vested. The failure is heightened given the nature of the  order which they were bound to execute.  They have  erroneously proceeded upon  principles applicable to contracts  alone and have ignored the fact that the agreement between  the parties had culminated in a consent order of the Company  Law Board. The plea of the respondents that this Court should  not interfere  in the matter under Article 136 by reason of any  alleged misconduct on the part of the appellants in managing  the 5 estates is unacceptable.  The appellant’s alleged lack of  efficiency in running of the five tea estates is not a material  consideration for deciding whether the order dated 19th  August, 1999 should be enforced.  The respondent’s contention that the appellants were  not themselves willing to abide by the terms of the consent  order appears to us to be erroneous. The application under  Section 634A was for implementation of the order dated 19th  August, 1999 if necessary by appointing a Special Officer to  carry it into completion. In fact even while the application  under Section 634A was pending in the Company Law Board,  the Vice Chairman had suggested to the appellants that they  waive their claim in respect of the accrued gratuity under  clause 4.1.1.11 of the Transfer Document and a certain  portion of the interest claimed under the Transfer Document.  The appellants confirmed that they would accept the Vice  Chairman’s suggestion but would do so on the basis that a  consent  order was passed in terms thereof on the same date.   This was recorded by the appellant’s advocates in their letter  dated 19th December, 2000 addressed to the Company Law  Board and its Members and the Advocate for the respondents  and has not been disputed before us as not reflecting the  correct position. This is not the conduct of a party which is not

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willing to abide by the terms of the decree. On the question whether the appellants had defaulted in  payment of purchase price simultaneously with the completion  in terms of Clause 4 of the Transfer Document, this again  relates to an interpretation of the terms of the MOFA and the  Transfer Document.  According to the respondents, there was  no default on their part as the respondents were required not  only to settle all outstanding claims  relating to the five estates  prior to giving of the completion Notice but also to annex the  necessary documents evidencing that the sale estates could be  transferred free from all encumbrances to the MMS group by  the respondent No.1.  The Company Law Board and the High  Court have proceeded on the basis that the only dispute  between the parties was as to the interpretation of Clause  4.1.1.11.  Elaborate arguments  have however been addressed  to us on the merits of the four contentions noted by us earlier  by both parties.  We were initially of the view that the dispute  should be resolved by us finally.  However on a  reconsideration, we deem it fit to remand this issues for  determination by the Company Law Board if it is satisfied that  the issues could be said to have been fairly raised by the  parties before it.  We make it clear that whatever   interpretation may be put by the Company Law Board on the  clauses of the MOFA and Transfer Document, the Board must  implement the clauses as interpreted.    Moreover Clause 4 which relates to the payment of the  purchase price by the MMS group specifically mentions the  total amount payable by them to the respondent No.1 namely  Rs. 7,24,67,708.90 less certain deductions.  As far as the  deductions are concerned, some of the clauses have quantified  the deductions, whereas others have left them undetermined  in the sense that no quantum has been mentioned.  In the  first category are Clause 4.1.1.1 to Clause 4.1.1.5. Under  Clauses 4.1.1.6 to 4.1.1.11 the amounts were required to be  determined. This exercise will have to be carried out by the  Board. The figures mentioned in Clauses 4.1.1.1 to 4.1.1.5  and 4.1.1.11 were also subject to verification under Clause  4.1.1.12 by the independent auditor appointed by the  Company Law Board.  The Company Law Board had by order  dated 19th August, 1999 appointed Mr. M.C. Joseph,  Chartered Accountant. We have not been told whether the  independent auditor has carried out the verification. We ourselves do not propose to go into the  issues raised  by the parties, namely whether the completion notice was valid  nor the quantification of the  deductions under Clause 4 of the  Transfer Document.  These are issues that must be worked  out by the Company Law Board in executing the consent order  in terms of the MOFA and Transfer Document. It is  unnecessary for us to go into the powers of the parties to  rescind the settlement (assuming that such rescission were at  all possible at this stage) as neither of the groups have taken  any steps to issue  any notice of rescission till today.   We note that the MOFA and Transfer Document were the  outcome of the commendable and determined efforts on the  part of the Company Law Board to bring to an end  disputes  between the parties in a manner which would have been in the  interest of the respondent No.1 given the impasse between the  two blocks of shareholders and saved the parties a lot of  unnecessary harassment, expenditure and acrimony.  We also  sought to bring an end the dispute by proposing measures  which might be acceptable to both. However, such resolution  does not appear to be  possible. Therefore it must be left to the  Company Law Board to execute its order dated 19th August,  1999 in accordance with the settled principles of law and in  terms of the opinion expressed by us in this judgment. The

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impugned decisions of the Company Law Board and the High  Court are for the reasons earlier stated set aside.  The appeals  are allowed and the matter remanded back to the Company  Law Board for completing the implementation of the order  dated 19th August, 1999 by executing the same. There will be no order as to costs.