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11. After hearing both parties, the Company Law Board passed an order on 12.1.2010 in Company Application No.60 of 2009, taking the view that the petition filed under Section 634A of the Companies Act is maintainable and the Company Law Board has every jurisdiction to entertain such an application for executing the order. In so holding, the Company Law Board rejected the plea of the appellants herein on the question of jurisdiction of the Board under Section 634A of the Companies Act to receive the application as an Executing Court. The Company Law Board rejected the plea of the appellants that the first respondent has no locus standi to approach the Company Law Board, the respondents being in the status of a judgment debtor. The Company Law Board pointed out that it has jurisdiction to pass an order for payment of money. The Company Law Board pointed out that having regard to the doctrine of merger, which postulates that there cannot be more than one operative decree governing the same subject matter at a given point of time, there was no merit in the plea of the appellants that it has become functus officio. Referring to the decision of the Apex Court in Shanthi Prasad and Others reported in CDJ 2004 Supreme Court 1108, the Company Law Board pointed out that as per Section 37 of the Civil Procedure Code, it is the Court of first instance which has the jurisdiction to execute the decree. Consequently, it has every jurisdiction to execute the orders passed by the High Court, as an appeal is a continuation of the original cause. Referring to Section 634 and 634A of the Companies Act, the Company Law Board held that the jurisdiction of the Company Law Board under Section 634A of the Companies Act is the same as that of an Executing Court. Pointing out to the inconsistent plea of the appellants on the consideration and the undertaking to make the payment, the Company Law Board pointed out that the appellants had no intention of implementing their undertaking and they were trying to frustrate all efforts to put an end to the litigation; hence, taking note of the conduct of the parties, in terms of Regulation 44 of the Company law Board Regulations, the Company Law Board granted the prayer of the respondents seeking sequestration of assets. Thus the Company Law Board ordered the payment of consideration of Rs.52.50 crores by the appellants within 30 days from the date of receipt of the Company Law Board's order; the first respondent would be at liberty to give the status of the implementation of the order and in the event of non-implementation, it directed the sending of the order to the Court within the local limits for execution of the decree; till such time, the prayer relating to an injunction to restrain the appellants from dealing with, disposing or encumbering of the assets mentioned in the application shall continue to operate and shall stand vacated on the implementation of the prayer relating to the payment of the sum to the first respondent.

21. Tracing the transfer of jurisdiction of this Court to the Company Law Board under Companies Amendment Act, 1988, to consider applications under Sections 397 and 398 of the Companies Act, learned senior counsel submitted that the Company Law Board has the jurisdiction as an originating Court for the purposes of executing an order passed by this Court under Section 10F of the Companies Act. Rightly the respondents had invoked the jurisdiction of the Company Law Board under Section 634A of the Companies Act. He pointed out that the decision of the Supreme Court reported in (2006) 4 SCC 416 (Manish Mohan Sharma and others Vs. Ram Bahadur Thakur Ltd. and others), read with (1994) 2 SCC 642 (Ramankutty Guptan Vs. Avara), would clearly support the contention of the respondents. He made particular reference to paragraph 8 of the said judgment and contended that going by Section 37 of the Civil Procedure Code, the decree of the appellate court would be construed to be the decree passed by the Court of the first instance. In the face of the uncontroverted fact and as evident from the appellants' counter before the Company Law Board in the application agreeing to the value or the consideration as Rs.52.50 crores, it is not open to the appellants to ignore the said undertaking to contend that the Company Law Board has no jurisdiction. He pointed out that "any order" referred to in Section 634A of the Companies Act has been held to include all orders passed by the Company Law Board under Sections 397 and 398 of the Companies Act, enforceable like decrees without any limit on the nature of the order passed by the Company Law Board. In the context of this Court directing the first respondent to move the Company Law Board within a period of 30 days from the date of receipt of the order for appointment of an expert valuer for the purpose of fixing the share value, the application under Section 634 A of the Companies Act is well maintainable legally as well as factually too.

29. I am in entire agreement with the submissions of the learned senior counsel appearing for the first respondent on the maintainability of the application by the respondents as to the jurisdiction of the Company Law Board under Section 634A of the Companies Act.

30. A reading of Section 634 of the Companies Act shows that the said provision is concerned as regards the mode of enforcement of orders of Courts passed under the Companies Act. Before considering the contentions in this regard, it is necessary to extract Sections 634 and 634-A of the Companies Act:

46. Read in the background of the aforesaid provisions and the decisions referred to above, I agree with the submission of the respondents as to the jurisdiction of the Company Law Board to pass the order under Section 634A of the Companies Act. Section 634 of the Companies Act does not, in any manner, curtail the scope of Section 634 A of the Companies Act. As already pointed out, Section 634 of the Companies Act prescribes the procedure for enforcement of orders made by the Court under the Companies Act as a decree made by the Court in a suit pending therein. There is no scope for bringing in the orders passed under Section 10F of the Companies Act by the High Court as an appellate Court under Section 634 of the Companies Act to act as an Executing Court.