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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.

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:-

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).

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 willing to abide by the terms of the decree.