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17. It would be appropriate to first deal with the preliminary objection raised from the side of the respondents. To begin with, it may be pointed out that the two appeals are directed only against a part of the impugned orders passed by the CLB. As per the memo of appeal of Appeal No. 2 of 2000, it is directed against the order dated November 30, 1999, as amended by the order dated January 12, 2000, passed by the CLB to the extent they provide for the division of the assets of the company, giving option to the respondents to purchase forge division. Similarly, connected Appeal No. 3 of 2000 is also directed against the division of the assets of the company directed by the CLB. It would be noted from the operative portion of the order dated November 30, 1999, passed by the CLB contained in paragraph 20 of the said order extracted in the earlier part of the judgment that the CLB issued a number of directions and division of assets of the company was one of them. The direction was that the forge division would go to the KNB group and the other two divisions to the DB group. It is also noted that the DB group had been taking steps to implement the order dated November 30, 1999, passed by the CLB. The petition before the CLB was filed by the KNB group on July 11, 1998. The proposal for the division of the company in the manner aforesaid emanated from the DB group itself in August, 1998. Annexure I to the affidavit of Mukesh Bhargava, son of KNB dated April 12, 2000, in Appeal No. 2 of 2000 is the proposal put forth by the DB group before the CLB. It says that the parties agree in principle to compromise. One of the proposals put forth by the DB group was that forge division would be hived off in favour of the KNB group and the other two divisions the TCD and the TRD in favour of the DB group. The KNB group, while reacting to the said proposal of the DB group made on August 28, 1998, agreed in principle to the split of the Kanpur unit, the DB group taking the TCD and the TRD with the name of the company and the KNB group taking the forge division. Different orders passed by the CLB on February 10, 1999, April 21, 1999, May 31, 1999, and the ultimate impugned order dated November 30, 1999, clearly indicate that the warring parties had agreed to the above division. It was specifically mentioned in the order dated May 31, 1999, that the parties had jointly agreed that the disputes could be amicably settled by which the assets of the company would be divided in such a way that the forge division would go to the petitioners group and the other two to the respondents group. To state this another way, the agreement between the parties as to the division of the assets of the company was the basis of the passing of the impugned order by the CLB. It deserves mention that the DB group never disputed the factum of the agreement between the parties as to the division of the assets of the company at any stage.

"appointed in terms of order dated January 12, 2000, passed by honourable Company Law Board (copy enclosed)."

23. It is thus obvious that the DB group took active and positive steps to implement the impugned order dated November 30, 1999, and January 12, 2000, passed by the CLB and consolidated its hold on the TRD and TCD divisions of the company. The DB group, while implementing the said orders of CLB, completely ousted the KNB group from the company and then designed to grab the forge division also (hived off in favour of the KNB group), throwing all norms of fair play and reasonableness to the wind. There is not the slightest doubt that the DB group accepted the orders dated November 30, 1999, and January 12, 2000, in question, acted upon them, reaped advantages out of them and then turned around to deprive the other group of the forge division also. The argument of learned counsel for the respondents has substantial force that a party who voluntarily acquiesces in, ratifies or recognizes the validity of a judgment or order, or otherwise takes a position which is inconsistent with the right to appeal therefrom, thereby impliedly waives its rights to appeal and is estopped from asserting its right to have such judgment or order reviewed by the appellate court and this rule would apply where the acquiescence or ratification is either partial or in toto. The manner in which the DB group has acted in implementing the orders dated November 30, 1999, and January 12, 2000, clearly and unerringly shows that it has acquiesced therein. The Supreme Court has laid down in the case of M. Ram Narain P. Ltd. v. STC [1983] 3 SCC 75 ; AIR 1983 SC 786, that in appropriate cases a party may be held to have become disentitled from enforcing the right of appeal which it may otherwise have. In an appropriate case any party which derives any advantage under a decree or order may, depending on facts and circumstances of a case, disentitle himself to challenge the same and will be estopped from filing an appeal against the same. The said analogy would apply to the present case with full force. Here also, the DB group accepted and acted upon the impugned orders dated November 30, 1999, and January 12, 2000, passed by the CLB, derived advantages accruing to it thereunder by retaining the TRD and the TCD divisions of the company, reconstituted the board of directors, ousted the KNB group and installed itself in complete control and management of the company. After doing so, it attempted to put the clock back by striking on a strategy to deprive the KNB group of the forge division also by preferring the instant appeal.

50. Hairsplitting technicalities should not be allowed to defeat justice. Law is not a cold blooded weapon always bound by technical considerations. Rather it is, a warm blooded remedial measure to impart substantial justice. By ordering division of assets, the KNB group is completely ousted from the company. The CLB has passed just and equitable order hiving off the forge division in favour of KNB group. As indicated earlier, this group has long been associated with the company right from the time of its inception. It may also be stated at the risk of repetition that both the warring groups had equal rights of management as per the articles of association. As complete deadlock came to be created between the two groups, they could not carry on together any more. The two groups owning 80 per cent, of the share capital were in real control of the company and could tilt the balance either way as against the remaining 20 per cent, shareholders. When complete lack of faith surfaced between the two groups having equal rights in the management, division of assets could be the only proper and just solution. The CLB rightly steered the middle way between two extremities. The law permits such a division and the CLB has rightly granted it. The forge division given to the KNB group is to be valued by the valuer as directed by the CLB and it has to pay the price of this division. The shares held by the KNB group have also to be valued and sold to company as per the value determined by the valuer.

51. To come to the point, the argument of learned counsel for the appellants does not carry conviction that the principle of dissolution of partnership could not be invoked and that the division of assets could not be ordered by the CLB which could only order purchase of shares of the minority by the majority.

52. Another argument of learned counsel for the appellants is that the CLB could not implement a private agreement between the parties. Annexure CA-2 to the counter affidavit A-7 filed by the respondents (K.N. group) in Appeal No. 2 of 2000 is the family settlement that had been arrived at on March 23, 1991, between the KNB group and the DB group. Consequent upon this family settlement, the articles of association of the company have been amended to incorporate some of the conditions of the family settlement. One of the clauses of the family settlement related to equalisation of shares between the two groups. However, it was not incorporated in the articles of association by amendment. It cannot be comprehended as to how the impugned order of the CLB can be taken to be implementing the family settlement. The CLB has taken note of only what was contained in articles of association either originally or after amendment subsequent to the family settlement of 1991. It may be stated another way that no weight or consideration has been given by the CLB to the family settlement, excepting what came to be incorporated in the articles of association by amendment. The impugned order of CLB does not provide for equalisation of shares. The company survives and remains with the DB group. Only a division (forge division) has been hived off in favour of the KNB group on cumulative consideration of relevant factors. This argument, therefore, does not hold water and is rejected.