TaxTMI 
TaxTMI 
TaxTMI 
2018 (4) TMI 548
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Motels Pvt.Ltd. (hereinafter referred to as "the Respondent Company') as also for reconstitution of Board of the Directors of the Respondent Company alleging that the affairs of the Company are being mismanaged and conducted in a manner oppressive to other member. 3. The petition was mentioned before the CLB on 6.1.09 which was heard for interim relief on 12.1.09. An order directing the respondent to open hotel premises to be jointly managed by both the promoters i.e. Appellant and the Respondent no.2 herein was passed. Thereafter, the efforts were made for amicable settlement of the dispute between the parties. On 12.5.09, the parties agreed that the Appellant herein would exit from the Company on receiving a total consideration of Rs. 3.25 crores towards the shares and loan. The Respondent prayed for time for payment by 31.3.10, which was not agreed to by the Appellant herein. On 4.6.09, the Respondent offered payment of 3.25 crores to the Appellant by January 31, 2010 which was not accepted by the Appellant. However, the Respondents were without prejudice directed to pay a sum of Rs. 50 lakhs on 20.5.09 to the Appellant. The Respondent deposited a sum of Rs. 50 lakhs in the ba....
X X X X Extracts X X X X
X X X X Extracts X X X X
....t No.2 shall be entitled to mortgage or deal with the properties of the Company including the Hotel for raising further funds. (vi) The Petitioner shall hand-over all passwords, website access, records and all assets of the Company in his possession to Respondent No.2. (vii) The payments to the Petitioner shall be subject to relevant approvals from the Reserve Bank of India and the Petitioner shall be responsible for the same and all assistance and co-operation shall be rendered by the Respondents for the purpose. 7. Thereupon, the CLB passed an order on 18.9.09 as under: "With reference to the compromise terms recorded in the order dated 08.09.2009, the respondents have given a proposal to the petitioner in writing. In case the petitioner is agreeable to the terms proposed therein, he may send a letter to the respondent with a copy to the Bench Officer, after which an appropriate order will be passed." 8. The conditions incorporated in proposal dated 18.9.09 were not acceptable to the Appellant herein and therefore, the Appellant filed an application under Section 634-A for enforcement of the order passed by the CLB on 8.9.09 and inter alia prayed for directions to the Res....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... was quite clear and categorical whereby the CLB directed that amount will be paid in one go and further that the amount agreed to and giving away the Haveli premises are binding upon the parties. Learned counsel while drawing the attention of the court to the order dated 8.9.09 submitted that the time was sought by the Respondent to indicate when they could make the payment after consulting their banker and thus, the CLB has seriously erred in recording the finding that the Respondent sought time to indicate, after consulting his bankers 'whether he could make the payment in one go'. Learned counsel would submit that order impugned passed by the CLB by doing violence to the plain language of order dated 8.9.09 is ex facie perverse. Learned counsel submitted that the incorporation of the terms of settlement in order dated 8.9.09 as 'This amount will be paid in one go and further that the amount agreed to and giving away the Haveli are binding on parties' clearly indicates that the Respondent cannot wriggle out from the settlement arrived at and the matter was kept pending so that the Respondents may indicate the time for making payment in terms of the settlement after consulting th....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... learned counsel appearing for the Respondent no.2 contended that the Appellant has deliberately concealed from this court the entire order passed by the CLB and has only reproduced the portion which gives an impression that a conclusive settlement has arrived at between the parties, however, the subsequent para of the order dated 8.9.09 reveal that the CLB has clearly set out that appropriate order would be passed thereafter. Learned counsel urged that order dated 8.9.09 was simply a proposal and not binding on the parties inter se inasmuch as, on the eventualities not being complied with, the order dated 8.9.09 could not attain finality. Learned counsel would submit that as a matter of fact, order dated 8.9.09 is only record of the proceedings and not an order of binding nature which could be enforced by the CLB in terms of provisions of Section 634-A of the Act and thus, the interpretation of the order dated 8.9.09 by the CLB vide order impugned does not suffer from any infirmity or illegality so as to warrant interference by this court in exercise of its appellate jurisdiction. Learned counsel submitted that the terms of the compromise cannot be accepted by the CLB without exam....
X X X X Extracts X X X X
X X X X Extracts X X X X
....the clear and categorical order passed, has attempted to dilute the binding effect of the compromise arrived at between the parties. Suffice it to say that in terms of the order, the time granted to the Respondents to indicate the time for payment in terms of the compromise after consultation with the bankers, in no manner make them entitle to indicate that whether they are in position to make the payment in terms of the compromise in one go or not? 16. A bare look at the proposal submitted by the Respondents on 18.9.09 goes to show that the Respondents have proceeded to propose further terms for the settlement of the dispute which are apparently, beyond the ambit and scope of the terms of the order dated 8.9.09 passed by the CLB with the consent of the parties in terms of compromise arrived at between them. The Respondents having projected further condition for giving effect to the compromise arrived at, the refusal thereof cannot nullify the effect of compromise arrived at between the parties, which is binding upon them in terms of the order dated 8.9.09. Thus, the finding arrived at by the CLB that the proposal given by the Respondents being not acceptable to the Appellant here....
X X X X Extracts X X X X
X X X X Extracts X X X X
....the period to the shortest possible minimum period, adjourned the matter while directing payment of Rs. 50 lakhs in the meantime to work out the terms once the period of payment is agreed to. Thus, from the tenor of the order dated 12.5.09, in no manner, it could be inferred that the terms of compromise between the parties were finally settled vide order dated 12.5.09. As a matter of fact, while considering the binding nature of the terms of compromise incorporated in the order dated 8.9.09, there was no occasion for the CLB to refer to the failure of compromise intended between the parties in terms of order dated 12.5.09 and thus, the finding arrived at by the CLB that the compromise between the parties arrived at vide order dated 8.9.09 had not attained finality and the same had failed in the same manner as the earlier compromise entered into between the parties covered by order dated 12.5.09, is ex facie erroneous and perverse. 19. Coming to the reference of the words 'appropriate orders will be passed thereafter' incorporated in order dated 18.9.09, allegedly lending support to the view that after the proposal given by the Respondent no.2 being rejected by the Appellant herein....