B. K. MEHTA, J. ( 1 ) BY a common order of 8/03/1982 in Company Application No. 104/81 with Company Application No. 198/81 and Company Application No. 232/80 this Court had directed the learned Advocate Mr. R. M. Desai for the Court Committee to seek appropriate directions in the matter of the rights claimed by the Divya Vasundhara Financiers Pvt. Ltd. under an agreement to sell a land bearing No. 221 situate within the revenue limits of village Eksar Taluka Borivali Greater Bombay said to have been executed by one Kamalakar Narayan Samant in favour of the Company by amending the Summons in the aforesaid Company applications or by taking out fresh summons within two weeks from the date of the said order and in case of failure to seek amendment or take out fresh summons within the stipulated period interim relief granted by this Court restraining respondent No 1 herein from transferring and for parting with possession of the said land in terms of the interim relief prayed for in Company Application No. 232/80 would stand vacated. As regards the interim relief granted in Company Application No. 104/81 restraining the respondents Nos. 2 3 and 4 from developing the land it was discharged. The summons issued for examination of S/shri V A Phadke and Shantilal Shah who were the attornies connected with the aforesaid agreement was also discharged. ( 2 ) PURSUANT to the aforesaid directions the applicants have taken out the present summons by making Company Application No. 50/82 seeking declaration that the Company is entitled to specific performance of the said agreement dated 3/05/1975 and directing the vendor respondent No. 1 herein or his successors assignees in interest heirs and legal representatives to specifically perform the aforesaid agreement by executing a regular deed of conveyance and also for handing over possession of the said land to the Company. In the alternative the applicants have claimed damages in sum of Rs. 73,02,39,840. 00 over and above the amount of refund of Rs. 2,15,000. 00 paid by the Company to Shri V. A. Phadke with such rate of interest which the Court may deem fit. An alternative direction authorising the Company to file appropriate suit or proceeding for specific performance of the aforesaid agreement and/or damages is also prayed for. 73,02,39,840. 00 over and above the amount of refund of Rs. 2,15,000. 00 paid by the Company to Shri V. A. Phadke with such rate of interest which the Court may deem fit. An alternative direction authorising the Company to file appropriate suit or proceeding for specific performance of the aforesaid agreement and/or damages is also prayed for. A further direction authorising the Company to make an application for being a party defendant in Civil Suit No. 1797 of 1981 filed by respondent No. 2 against respondent No. 1 in the High Court of Judicature at Bombay or in any other suit that may be filed by respondent No. 2 in any other Court is also prayed for. A direction has been also sought for examination of Shri K. D. Patel exdirector of the Company S/shri V. A. Phadke of M/s V. A. Phadke 4 Company and Shantilal Shah of M/s Shantilal Shah and Co. of Bombay. Pending the hearing and final disposal of this application interim relief restraining respondent No. 1 from transferring by sale mortgage assignment gift or in any other manner or parting with the possession and/or subdividing or developing construction upon or allotting or booking any members for the purposes of development of the aforesaid land is also proved for. A further interim relief against respondents Nos. 2 to 4 is also prayed for restraining them from encroaching upon or taking possession of or constructing or developing or disposing of either by allotting or booking any members for the purported development of the said land. A further interim relief against respondents Nos. 2 to 4 from proceeding further with Civil Suit No. 1797 of 1981 pending in the High Court of Judicature at Bombay or filing any other suit or initiating proceedings for obtaining specific performance of the alleged agreement to sell in their favour is also prayed for. ( 3 ) NOTICE was directed to b issued by this Court Against respondents Nos. 2 3 and 4 by its order of 19/03/1989 No notice was necessary against respondent No. 2 since the said respondent has filed his appearance through learned Advocate Shri A. S. Qureshi and in light of his statement made on the said day that respondent No. 1 has no intention to transfer assign or alienate the land in question and that the alleged agreement between respondents Nos. 2 to 4 and respondent No. 1 did not subsist and in any case the suit filed by respondent Nos. 2 to 4 in the High Court of Judicature at Bombay was contested by respondent No. 1 and in case of any order of the Court for specific performance of the said agreement no transfer will be affected without a weeks notice to this Court no interim relies as prayed for was required to be granted. ( 4 ) RESPONDENT No. 1 has filed his own affidavit in reply while on behalf of respondents Nos. 2 to 4 an affidavit of Shri Vasant Premji Shah respondent No. 4 herein has been filed opposing the directions sought for in this summons. ( 5 ) BEFORE I deal with the rival contentions urged on behalf of the parties hereto it may be desirable to set out briefly as to what the rival cases are. It is claimed on behalf of the Divya Vasundhara Financiers Pvt. Ltd. (hereinafter referred to as the Company) that respondent No. 1 has entered into an agreement to sell the land of S. No. 221 approximately admeasuring 500 acres situate within the revenue limits of village Eksar Taluka Borivali Greater Bombay at Rs. 2. 75 per sq. meter on as it is where it is basis and particularly on the term and conditions as recorded in the articles of agreement executed between the parties. In pursuance of the said agreement the Company paid to the vendor a sum of Rs. 2 0 0 part deposit or earnest money on execution of the said agreement the receipt of which had been admitted and acknowledged in the said agreement itself and the said amount was agreed to be deposited with M/s V. A. Phadke and Company solicitors as stake holders and the remaining amount of 1 0 0 towards the earnest or deposit was to be paid within one month from the date of the agreement. The balance of the sale price was to paid as detailed in the said agreement. It is further claimed that Company by three payments of Rs. 5 0 each effected on 2/05/1975; 12th May 1975 and 1st Ast August 1975 paid in all Rs. 15 0 to M/s V. A. Phadke and Co. for the said Boriwali land. Inspite of the payments as above no steps were taken by respondent No. 1. It is further claimed that Company by three payments of Rs. 5 0 each effected on 2/05/1975; 12th May 1975 and 1st Ast August 1975 paid in all Rs. 15 0 to M/s V. A. Phadke and Co. for the said Boriwali land. Inspite of the payments as above no steps were taken by respondent No. 1. and/or his solicitors M/s V. A. Phadke and Co. to furnish the title clearance certificate to the Company and therefore the payment as detailed in the said agreement was not made though the Company was always ready and willing to carry out its obligations under the said agreement. ( 6 ) ON 27/07/1976 a letter was addressed to Shri K. D. Patel erstwhile Director of the Company by M/s. V. A. Phadke and Co. requesting him to make the payment as agreed and send the cheque of necessary amount with Shri Sudhir Tanna who was the Clerk of the said firm and was deputed personally to carry the said letter. On or about 1-5-1978 a telegram was sent by the said Shri K. D. Patel on behalf of the Company addressed to M/s V. A. Phadke and Co. Bombay protesting that inspite of several requests they have failed to satisfy the Company about the clear and marketable title of the vendor and also failed to obtain permission under the Urban Land (Ceiling and Regulation) Act 1976 and did not deliver the original title deeds for investigation to the solicitors of the Company. It was also pointed out in the said telegram that respondent No. 1 was trying to dispose of the land to other persons which he was not entitled to do and thereby committed breach of the agreement and therefore the Company was entitled to specific performance of the agreement which it did not entitle to rescind as they were ready and willing to purchase the land on satisfaction of the solicitors of the Company about the marketable title of the vendors. According to the Company the sale consideration was to be paid by instalments as per the details contained in clauses 1 2 and 4 of the agreement in question. The vendor was under obligation to obtain a title clearance certificate as provided in clause 11. The Solicitors M/s V. A. Phadke and Co. According to the Company the sale consideration was to be paid by instalments as per the details contained in clauses 1 2 and 4 of the agreement in question. The vendor was under obligation to obtain a title clearance certificate as provided in clause 11. The Solicitors M/s V. A. Phadke and Co. were also required to draw a mortgage deed creating the first mortgage on the property so as to secure the payment of the balance of the sale price remaining due and payable under the said agreement after payment of the earnest money of Rs. 3,00,000. 00 and further sum of Rs. 18,00,000. 00 as provided in clauses 1 and 4 of the said agreement. The Company is still capable of performing specifically the said agreement and it has not violated any essential terms of the contract as provided therein. According to the Company the present market value of the land is about Rs. 300. 00 per sq. yard. and therefore in any case it is entitled to claim damages at that rate from the vendor. In these circumstances the Company claims directions as prayed particularly the direction in the matter of a decree of specific performance or damages since the period of limitation for the aforesaid relief would commence to run from March 25 1981 in the light of the provisions contained in the said agreement that the balance amount of the sale price was to be paid by six monthly instalments spread over a period of five years after the mortgage deed creating first legal mortgage was executed. ( 7 ) ON the other hand the case of respondent No. 1 is as set out in his reply affidavit without prejudice to his legal contentions about the maintainability of such a summons or the jurisdiction of this Court. The genuineness validity and enforcibility of the alleged agreement on the own showing of the Company are not the questions inasmuch as firstly because the Company has admittedly failed to pay Rs. 1,00,000. 00 towards the earnest or deposit money within one month from the date of the alleged agreement. Secondly because the Company has failed to pay Rs. 3,50,000. 00 on or before 30/10/1975 nor have they made payment as contemplated by 31/01/1976 or 25/03/1976. 1,00,000. 00 towards the earnest or deposit money within one month from the date of the alleged agreement. Secondly because the Company has failed to pay Rs. 3,50,000. 00 on or before 30/10/1975 nor have they made payment as contemplated by 31/01/1976 or 25/03/1976. Thirdly because no efforts were made by the Company to investigate the title nor administered requisitions nor issued any advertisement which establishes the conduct of the Company that it was no more ready and willing to perform its part of the contract and fourthly because the reliefs for specific performance or damages were clearly barred because the cause of action if any in favour of the Company arose on as far back as 25/03/1976. And lastly because the Court has no jurisdiction to. grant such reliefs since no cause of action or part thereof has arisen within the jurisdiction of this Court. ( 8 ) RESPONDENT No. 1 has also resisted the summons on two fold ground. In the first place Judges Summons which is in application for the amendment in Company Application No. 188/79 is misconceived and not maintainable and in the second place in any case this Court has no jurisdiction power or authority under sec. 392 of the Companies Act to grant any of the reliefs or directions in the nature of a decree or otherwise against a third person and parties other than the Company and its unsecured creditors who are bound by the scheme sanctioned by this Court. ( 9 ) THE reply affidavit filed on behalf of respondents Nos. 2 to 4 is for limited purposes of opposing the application for amendment as sought for by the applicant. The application according to respondents Nos. 2 to 4 is one liable to be dismissed exfacie inasmuch as the present summons seeking the amendment of Company Application No. 188 is misconceived because the original application was not competent Secondly because the Court has no jurisdiction under sec. 392 of the Companies Act to issue directions in the nature in which they have been prayed for Thirdly there was no concluded agreement between the Company and the respondent No. 1 as is clearly established from the affidavits filed by S/shri Shantilal Shah of M/s. Shantilal Shah and Company and V. A. Phadke of M/s. V. A. Phadke and Co. the two attornies admittedly connected with the alleged agreement and particularly the affidavit of Shri Shantilal Shah discloses that the alleged agreement to sell was false concocted fabricated and nonexistence And in any case because some of the directions sought for by the present summons have already been rejected by this Court by its order of 5/03/1982 and the Letters Patent Appeal preferred from that officer was also dismissed by the Division Bench by its order of 25/03/1982. ( 10 ) FOLLOWING four questions therefore arise for my consideration: (1) Whether this Court has power or authority under sec. 392 of the Companies Act. 1956 in exercise of its jurisdiction of supervision over the scheme of arrangement between the Company and its creditors and/or members approved by it to adjudicate upon the rights and interest claimed by such Company against third parties. (2) If question No I is answered in the affirmative whether the Court has jurisdiction power or authority to issue directions in the nature of a decree for specific performance and/or damages and/or return of the deposit or earnest money paid by holding a regular trial as a Civil Court. (3) Whether the present application for amendment of the directions sought for in Company Application No. 188/79 and other companion matters namely Company Applications Nos. 104/81 198 and 232/80 is competent inasmuch as the said applications were totally misconceived and not maintainable in law. (4) If question No. 3 is answered in the negative what appropriate directions should be issued in the matter. 104/81 198 and 232/80 is competent inasmuch as the said applications were totally misconceived and not maintainable in law. (4) If question No. 3 is answered in the negative what appropriate directions should be issued in the matter. Re: Questions 1 and 2: ( 11 ) IN order to determine to these two questions it would be necessary to keep the proper perspective and context of the power of this Court under section 392 of the Companies Act 1956 Section 392 is one of the group of sections providing for compromise arrangement and reconstruction in Chapter V of the companies Act 1956 Section 391 empowers the Court to compromise or make arrangement with the creditors and members Section 391 (1) provides that Court may on the application of the Company or any of its creditors or members or of Liquidator of a Company which is being wound up direct a meeting of the different interest of the Company to be held for purposes of considering and approving with or without modification a compromise or arrangement which is proposed between such Company and its creditors and/or members or any class of them. Sub-section (2) provides that such a compromise or arrangement as approved by the prescribed statutory majority will be binding on all the interests concerned provided it is sanctioned by the Court on being satisfied that the applicant has disclosed to the Court all material facts which have relevance for according the sanction namely latest financial position auditors report pendency of any investigation and such other like material. Any scheme which is fair and reasonable and evolved in good faith would be sanctioned if it is able to secure the prescribed majority of the different interests affected thereby (vide: Alabama New Orieans etc. Ry. Co. In re: (1891) 1 Ch. 213) The effect of the order of the Court sanctioning the scheme is that the scheme becomes binding on all its creditors liquidator and contributories and the dissenting member of any class of interest is not entitled to question it afterwards. A scheme when sanctioned acquires a statutory force and it enjoins a greater sanctity than a mere agreement between the parties concerned. It cannot be modified or varied subsequently by an agreement by parties (vide: SRIMATHI PREMILA DEVI V. PEOPLES BANK AIR 1938 PC 284 ). A scheme when sanctioned acquires a statutory force and it enjoins a greater sanctity than a mere agreement between the parties concerned. It cannot be modified or varied subsequently by an agreement by parties (vide: SRIMATHI PREMILA DEVI V. PEOPLES BANK AIR 1938 PC 284 ). It is in this context collocation and perspective of section 391 that altogether a new provision without any precedent in the earlier Act pertaining to the Companies in this country or any similar Act in United Kingdom is inserted in the statute book by section 392 The marginal note of the section indicates the scope and width of the power. By section 392 High Courts have been empowered to enforce compromises and arrangement sanctioned in respect of Company under sec. 391. The nature of the power is therefore a power of superintend dance so that the object of the compromise or arrangement is not allowed to be frustrated by any of its parties in implementation thereof. In course of that power of supervision the Court may either at the time of making such order according sanction or at any time thereafter issue such directions in regard to any matter or make such modification in the compromise or arrangement as it may consider necessary for the proper working of the compromise or arrangement. If the Court is satisfied that a sanctioned compromise or arrangement is not satisfactorily workable even with modifications it may suo motu or on an application of any interested person in the affairs of the Company make an order of winding up of such Company and on such an order being made it is deemed to be one made under section 433 of the Companies Act. The legislative guideline for exercise of the power under section 392 (1) (b) is the only consideration for the proper working of compromise or arrangement No doubt the power contained in sec. 392 (1) (b) of the Companies Act 1956 is of wide amplitude but it therefore cannot be said that it is a power without any limitation. There is all inbuilt limitation on the power of the Court in the section itself. The inbuilt limitation is that it can be invoked only for purposes of proper working of compromise or arrangement. 392 (1) (b) of the Companies Act 1956 is of wide amplitude but it therefore cannot be said that it is a power without any limitation. There is all inbuilt limitation on the power of the Court in the section itself. The inbuilt limitation is that it can be invoked only for purposes of proper working of compromise or arrangement. In exercise of that power it cannot be doubted that the Company Court can issue necessary directions with a view to remove any impediment difficulty or obstruction which may arise in the working of such schemes of compromise or arrangement. No straight jacket formula can be laid down so as to provide for all situations as to when that power can be invoked or when the Court can refuse to exercise such power. It is to be judged in the context of a given situation arising from time to time. The crux of the problem whenever such power is invoked for the Court to ask itself is whether the proper working of the arrangement or compromise is obstructed by any contingency or a situation which was not envisaged nor could have been anticipated at the time of framing or sanctioning the scheme and if the Court finds on consideration of the relevant material placed before it on affidavit or otherwise that the proper functioning of the scheme of compromise or arrangement is jeopardized the Court may give such directions or make such modifications in the scheme itself as it may consider necessary in order to ensure the proper and efficient working thereof. The width and scope of the power contained in section 392 was considered by the Supreme Court in the context of the question whether an application for modification of the scheme sanctioned by the Court/under sec. 391 (2) could or could not be made by any person other than a member or creditor. The Supreme Court speaking through Desai J. held in S. K. GUPTA AND ANOTHER V. K. P. JAIN AND ANOTHER, AIR 1979 SC 734 as under:"13. . . . The purpose underlying sec. 392 is to provide for effective working of the compromise and/or arrangement once sanctioned and over which the Court must exercise continuous supervision (see sec. The Supreme Court speaking through Desai J. held in S. K. GUPTA AND ANOTHER V. K. P. JAIN AND ANOTHER, AIR 1979 SC 734 as under:"13. . . . The purpose underlying sec. 392 is to provide for effective working of the compromise and/or arrangement once sanctioned and over which the Court must exercise continuous supervision (see sec. 392 (1)) and if over period there may arise obstacles difficulties or impediments to remove them again not for any other purpose but for the proper working of the compromise and/or arrangement. The power either to give directions to overcome the difficulties or if the provisions of the scheme themselves create an impediment to modify the provision to the extent necessary can only be exercised so as to provide for smooth working of the compromise and/or arrangement. To affectuate this purpose the power of widest amplitude has been conferred on the High Court and this is d Basic departure from the scheme of the J. K. Act in which provision analogous to sec. 392 is absent. The Sponsors of the scheme under sec. 203 of the J. K. Act have tried to get over the difficulty by taking power in the scheme of compromise or arrangement to make alterations and modifications as proposed by the court. But the Legislature foreseeing that a complex or complicated scheme of compromise or arrangement spread over a long period may face unforeseen and unanticipated obstacles has conferred power of widest amplitude on the court to give directions and if necessary to modify the scheme for the proper working of the compromise or arrangement The only Limitation on the power of the Court as already mentioned is that all such directions that the Court may consider appropriate to give or make such modifications in the scheme must be for the proper working of the compromise and/or arrangement. " (emphasis supplied)THE above exposition of the width and scope of the power clearly indicates that the power is a power of superintendence which is to be exercised by issuing appropriate directions or affecting necessary modifications so as to ensure the proper working of such compromise or arrangement 1 do not think that this power can be invoked for purposes of determination or adjudication of any right or interest claimed by a Company against persons who are not parties to the scheme of compromise or arrangement and who disputes such rights or interest in fact or in law The learned Counsel appearing for the Court Committee the applicant herein was at great pains to emphasise that this Court should not fill inhibited in exercise of this power or authority of such wide amplitude in adjudication or determination of disputed rights or claims of the Company against persons who are not parties to the compromise or arrangement and on such adjudication or determination of the rights by holding a regular trial as if it is a Civil Court it should not hesitate in issuing such directions inter alia in the nature of a decree or order directing the persons against whom such rights or claims are established to specifically perform the contract and/or to pay the damages or grant such other reliefs as the circumstances of the case may require. In my opinion this is too tall a submission which can be accepted. There are compelling and justifying reasons for my disagreement In the first place the power under sec. 397 is a supervisory power for enforcement of compromise or arrangement. The enforcement can be only against the persons who are parties to it. Secondly the power of issuing directions in the course of exercise of such a power of superintendence in regard to aay matter or for modification as may be necessary is only for the proper working of the compromise or arrangement. The rights or claims of a Company carrying on the scheme of compromise or arrangement between itself and the creditors and/or members or any class of them can only be enforced in the manner in which such rights or claims can be enforced under law. The rights or claims of a Company carrying on the scheme of compromise or arrangement between itself and the creditors and/or members or any class of them can only be enforced in the manner in which such rights or claims can be enforced under law. Merely because a scheme of compromise or arrangement has been made between a Company and its creditors or members it cannot claim that its disputed rights or claims can be adjudicated upon by a Company Court which may be supervising such scheme. thirdly if the Legislature had intended that the Company Court supervising the scheme of compromise or arrangement between a Company and its creditors or members should have the power of ordinary Court to hold trials for adjudication or determination of disputed rights or claims of that Company against third parties as if it is a court of ordinary civil jurisdiction it Would have appropriately provided in the section and invested the Company Court with the necessary powers. A mere comparison of sec 392 (1) with sec. 446 (2) of the Companies Act 1956 fortifies my view in the matter. Sec. 446 (1) provides for the stay of a suit or legal proceeding when a winding up order has been made or a provisional Liquidator is appointed by a Company Court. Sub-sec. (2) of sec. 446 provides as under:" (2) The Court which is winding up the company shall notwithstanding anything contained in any other law for the time being in force have jurisdiction to entertain or dispose of (A) any suit or proceeding by or against the company (B) any claim made by or against the company (including claims by or against any of its branches in India) (C) any application made under sec. 391 by or in respect of the company; (D) any question of priorities or any other question whatsoever whether of law or fact which may relate to or arise in course of the winding up of the company; xxxxx " Sub-sec. (3) of sec. 446 provides that any pending suit or proceeding by or against the company in any Court other than that in which the winding up of the company is proceeding may be transferred to and disposed of by that Court notwithstanding anything to the contrary under any other law for the time being in force. Sub-sec. (3) of sec. 446 provides that any pending suit or proceeding by or against the company in any Court other than that in which the winding up of the company is proceeding may be transferred to and disposed of by that Court notwithstanding anything to the contrary under any other law for the time being in force. Sub-sec. (2) therefore conferes a jurisdiction on the winding up Court and the provisions contained therein are very wide. This jurisdiction of the Company Court under sub-sec. (2) extends to the whole territory of India to which the Company Act extends (vide OFFICIAL LIQUIDATOR V. BHAGWAT SARAN GARG, 1970 40 CC 657 ). If therefore the Parliament intended that the power akin to one invested in Company Court under sec. 436 (2) is to be invested in Company Court for the enforcement of compromise and arrangement under sec. 392 it would have similarly provided in appropriate terms so as to confer that jurisdiction. In the fourth place if the power invested in Company Court in sec. 392 is held to be one akin to one under sec. 446 (2) the Company Court will be required to assume jurisdiction which it does not possess of adjudicating or determining the disputed rights between a Company and the persons who are not parties to the scheme of compromise and/or arrangement as if it is a Court of ordinary civil jurisdiction irrespective of the question of the Court itself and/or the territorial jurisdiction in the matter. The learned Single Judge of Delhi High Court in UNION OF INDIA V. ASHA UDYOG P. LTD. and OTHERS, 1974 44 CC 359 was concerned with a question as to what is the power or authority of a Company Court in the context of the scheme of arrangement of amalgamation under sec. 153 of the Companies Act 1913. Pursuant to the sanction of the scheme of amalgamation the assets and liabilities of the transferor company were taken over by the transferee company. The Union of India moved the learned District Judge Delhi under sec. 153a (1) (P) of the 1913 Act for an order providing for payment of an amount of Rs. 30 0 0 on account of the incometax liability of the transferor company or from the voluntary liquidator of the transferor company claiming that such an order would be one to secure the reconstruction or amalgamation fully and effectively. 153a (1) (P) of the 1913 Act for an order providing for payment of an amount of Rs. 30 0 0 on account of the incometax liability of the transferor company or from the voluntary liquidator of the transferor company claiming that such an order would be one to secure the reconstruction or amalgamation fully and effectively. The learned District Judge rejected the application as not maintainable in law. In appeal to the Delhi High Court learned Single Judge also considered whether such an application was maintainable under sec. 392 of the Companies Act. In the opinion of the learned Single Judge though the powers conferred under sec. 392 (1) of the 1956 Act were of very wide amplitude the directions cannot be issued for payment of the amount claimed by the Union of India since it cannot be said that the Court issuing such instructions was either supervising the carrying out of the compromise or arrangement or for the proper working thereof and the Court could not in such a case assume the role of an ordinary civil Court for the enforcement of the creditors right to payment as it could for example in 3 winding up by virtue of the provisions of sec. 446 (2) (b) of the 1956 Act and its corresponding provisions in the 1913 Act The view of the learned Single J judge of Delhi High Court therefore fortifies the view which I am inclined to take in this matter. ( 12 ) MR. Mehta invited my attention to any earlier decision by which I had made an order on 14/09/1979 giving directions to the Court Committee to execute a deed of conveyance and other necessary documents as may be required so as to convey the right title and interest of the Company in a plot of land bearing S. No. 10/part and S. No. 11/part admeasuring in all about 6532 sq. yards as specified in the agreement of 31/03/1973 whereby M/s Divya Vasundhara Financiers Pvt. Ltd. agreed to purchase from Shri Champaklal H. Kothari and others the said plot of land. Mr. Mehta particularly draw my attention to that part of the said order where this Court had in exercise of the power under sec. 392 (1) (b) of the Companies Act 1956 decided the rights of third parties and issued the appropriate directions in order to ensure the proper working of the Scheme. Mr. Mehta particularly draw my attention to that part of the said order where this Court had in exercise of the power under sec. 392 (1) (b) of the Companies Act 1956 decided the rights of third parties and issued the appropriate directions in order to ensure the proper working of the Scheme. It is no doubt true that the direction given by the aforesaid order were in exercise of the power invested in Company Court under sec. 392 of the Companies Act. But it was altogether in the different context of the peculiar facts and circumstances of that case where the rights of Company viz. Divya Vasundhara Financiers Pvt. Ltd. had ripened into full ownership by adverse possession in respect of the said land the possession of which was handed over under the aforesaid agreement of 31/03/1973 though the registered deed of conveyance was not executed in that behalf in favour of the Company by the erstwhile owners thereof. It should be further noted that a specific provision was made in respect of Jal Pankhi project in the scheme of compromise sanctioned by this Court in the matter of the said Company. Part Vth of Scheme related to the housing project of Jal Pankhi Co-Operative Housing Society. It was agreed under the said scheme that the Company should accept Rs. 18. 14 lakhs from the said society in consideration of which the society was to relieve the Company from all its contractual obligations and the society will obtain conveyance directly from the original owners of the land on which the housing project was carried out. Some difference arose between the society the company and the predecessors in interest of the land in the matter of execution of the deed of conveyance The dispute arose out of the directions given by this Court by its order of 13/07/1973 by which the society was directed to pay a sum of Rs. 21,75,000. 00 instead of Rs. 18,14,000. 00 for conveying the clear right title and interest of the Company and the predecessors in interest as named and specified in the aforesaid order In clause V of the directions given by the said order liberty was reserved to the parties to move the Court for adjudication of any dispute that may arise inter se between the parties. 18,14,000. 00 for conveying the clear right title and interest of the Company and the predecessors in interest as named and specified in the aforesaid order In clause V of the directions given by the said order liberty was reserved to the parties to move the Court for adjudication of any dispute that may arise inter se between the parties. The society therefore moved this Court for adjudication of the dispute which had arisen between the Company the society and the predecessors in interest of the Company. The notice of the summons was served on all the parties concerned and interested in the matter including the predecessors in title of the said plot of land. No objection had been taken by any of the parties interested in the scheme and represented before this Court against the directions which have been sought from the Court by the society. No appearance had been filed nor any objection consequently had been taken by the predecessors in interest of the land in question. In that context this Court considered as to whether it has a power to give directions and if yes what appropriate directions should be given. This Court inter alia observed in its order of 14/09/1979 by which the appropriate directions were given in Company Application No. 264/79 as under:". . . SO far as the present aspect of the Scheme is concerned namely the arrangement of the company with the applicant society herein there is no course open except the one which is provided in the scheme and modified by this Court by its order of 13/07/1979. If the Company for any reason legal or otherwise for no fault of its own finds it difficult to carry out that part of the arrangement contained in part of the present Scheme as modified by this Court. it is the obligation of this Court to ensure and enforce the scheme in a particular respect since in effect it carries out this statutory arrangement it is no doubt true that this Court has by its order of 13/07/1979 directed the Company to execute a deed of conveyance so as to convey clear title to the applicant society on the amount of consideration being paid as specified therein. The applicant society has paid the first instalment of Rs. 8 0 0 before 1/08/1979 and has also paid the second instalment of Rs. The applicant society has paid the first instalment of Rs. 8 0 0 before 1/08/1979 and has also paid the second instalment of Rs. 1 0 0 to the Company. The necessary notices as directed by this Court in the aforesaid order before executing the deed of conveyance have gone to and served upon the predecessor in interest of the Company except Asha R. Kothari and Kantilal Kothari. At this stage the applicant society has moved this Court for issuing necessary directions in order to carry out the part of the scheme as modified from time to time by this Court which relates to the applicant society. It appears that since the Company has not obtained any deed of conveyance from its predecessors in interest some of whom are not available and have not filed appearance inspite of the notice of the Court and therefore do not appear to be willing to join the deed of conveyance in favour of the applicant society as directed by this Court. It has therefore become necessary that this Court should enforce this part of the Scheme pertaining to the applicant society and execute the necessary deed of conveyance in favour of the applicant society. Though I am not expressing any final opinion on this point. It would be in the interest of justice to execute the deed of conveyance because the original owners of the property namely Rajeshwari Devi Sada Jivatlal and others carrying on business in the name of M/s Kamdhenu Builders are out of possession since the date of the first agreement to sell the said property namely 2/01/1967 and therefore on the principle of ticking of the adverse possession of their succesors in interest namely M/s Juhu Land Development Corporation Champaklal Harakhchand Kothori and others and the Company under the respective agreements of sale of 1/01/1973 31/03/1973 and 2/11/1973 the adverse possession of the present applicant society has therefore ripen into full ownership. There is no dispute between the Company and the applicant society in giving the deed of conveyance. ( 13 ) I do not think therefore that the aforesaid order can be pressed into service of the cause of the Court Committee in the present application. There are substantial reasons in support of my view. In the first place. There is no dispute between the Company and the applicant society in giving the deed of conveyance. ( 13 ) I do not think therefore that the aforesaid order can be pressed into service of the cause of the Court Committee in the present application. There are substantial reasons in support of my view. In the first place. there is no provision made for the Borivali land in the scheme in the nature of arrangement or compromise between the Company on one hand and the owners of the said land on the other. No doubt a reference is made in Schedule L about the Borivali land. Schedule L refers to the different advances made by the Company against the land Banakhats. There is no reference to these different Banakhats in the scheme itself much less any arrangement made in respect thereof. Schedule L is more in nature of a statement of the debtors of the Company. The rights of the Company under the agreement pertaining to Borivali land with which I am concerned in the present application are vehe mently disputed on behalf of the owners of the said land. In fact it is one of their contentions that there was no complete agreement between the Company and the said owners. It is the case of the owners as referred to hereinabove that there were merely negotiations between the erstwhile directors of the Company and the owners of the land and no agreement in respect of the said land was executed by and between the parties. Unless therefore the Company is able to establish that a valid and legal contract had come into existence between the Company and the owners under which the owners of the land in question have became the creditors for the balance of the consideration to be paid therein and the Company has acquired the possession which it can defend on principle of part performance or some such similar arrangement is affected between the parties and that some definite provision in the scheme of arrangement in respect of the rights said to have accrued under the said agreement in favour of the Company is made in the scheme itself to which the owners have agreed it is difficult for the Court to exercise its power under sec. 392 which is as stated above the power of superintendence for purposes of enforcement of the arrangement or compromise between the Company and the vendors. In that view of the matter the first question therefore should be answered in the negative the with result that the second question does not survive for adjudiction. Re: Questions 3 and 4: ( 14 ) IT cannot be gainsaid that the Company is entitled to seek appropriate directions in the matter of the rights which it claims under the agreement to sell the Borivali land in question. It is no doubt true that appropriate directions were not sought for in the Company Application No. 188/79 with Company Applications Nos. 232/80 and 104/81 and 198 in this behalf. It is because of the objections raised by the opponents at that time that since the Court Committee has not asked for appropriate directions which it could legitimately seek from the Company Court in exercise of its supervisory power over the scheme of compromise and/or arrangement that this Court has in its earlier order of 8/03/1982 directed the learned Advocate for the Court Committee to seek appropriate directions. If therefore in pursuance of the said order of the Court directions inter alia in the nature of decree for specific performance and/or damages and/or return of the earnest money or security deposit are sought along with the directions for taking appropriate legal measures to enforce their rights under the said agreement it cannot be successfully urged that this Court should not issue alternative directions which the Committee claims for enforcement of their rights. It has been urged on behalf of the respondents that there is no material before the Court to justify the issuance of such alternative directions. I am afraid I cannot agree with such a spacious contention for obvious reason that not only there is an agreement in favour of the Company said to have been executed by respondent No. 1 but there are contemporaneous documents which support the claim of the Company that there was an agreement to sell the Borivali land in its favour. The contemporaneous documents are the receipts evidencing the acknowledge of the payment of Rs. 2 0 0 the Company to respondent No. 1. The receipt is signed by M/s. V. A. Phadke and Co. the solicitors of the said respondent No. 1. The contemporaneous documents are the receipts evidencing the acknowledge of the payment of Rs. 2 0 0 the Company to respondent No. 1. The receipt is signed by M/s. V. A. Phadke and Co. the solicitors of the said respondent No. 1. Under the said agreement for sale there is a reference to this payment of Rs. 2 0 0 which according to the said agreement was to be deposited with M/s. V. A. Phadke and Co. It is no doubt true that respondent No. 1 has relied on certain facts and circumstances as emerging from the various averments made in the affidavit made on behalf of the Company by Shri K. D. Patel in support of the present summons to contend that these circumstances caused a grave doubt about the genuineness validity and the contents of the alleged agreement between the Company and respondent No. 1. It should also be emphasised that sides relying on these facts and circumstances as emerging from the affidavit filed on behalf of the Company respondent No. 1 has in paragraph 5 stated that he did not admit the correctness of any statement or allegation made in the said affidavit which has not been specifically dealt with. In other words respondent No. 1 has not specifically denied the execution of the said agreement. The copies of the respondence placed on the record of this Company Application consisting of xerox copy of the letter dated 27/07/1976 addressed to Shri K. D. Patel the Exdirector of the Company by M/s V. A. Phadke and Co. and xerox copy of the telegram sent by Shri K. D. Patel to M/s V. A. Phadke and Co. alongwith the postal receipts acknowledging payment of telegram charges. It appears that the telegram has not been sent on 1/05/1978. This correspondence also prima facie indicates that in there was an agreement to sell the Borivali land to the Company. The contents of the aforesaid letter and the telegram are self explanatory that behalf. The Court Committee has also produced extract from the records of the Company to show that some further payment of Rs. 15 0 by three instalments of Rs. 5 0 was made under the aforesaid agreement to sell. The contents of the aforesaid letter and the telegram are self explanatory that behalf. The Court Committee has also produced extract from the records of the Company to show that some further payment of Rs. 15 0 by three instalments of Rs. 5 0 was made under the aforesaid agreement to sell. The said copies of the vouchers showing the payment are dated 2/05/1975 12 May 1975 and 1/08/1975 Shri V. A. Phadke of M/s. V. A. Phadke and Company has filed his affidavit in the earlier proceedings being Company Application No. 188/79 where in he has stated inter alia that to the best of his memory no agreement for sale had ever been entered into by and between Shri Samant and the Company though there were some negotiations in respect thereof. It should be recalled that according to the said agreement M/s V. A. Phadke and Company was to act as attornies of the vendor and M/s Shantilal Shah and Company had to act as attornies of the Company. Shri Shantilal P. Shah of M/s Shantilal Shah and Company has filed his affidavit as directed by this Court by its order of 8/03/1982 in Company Application No. 188/79. He has stated in paragraphs 3 and 4 as under:" 3. I say that in or about the last week of April 1975 Shri Keshavlal D. Patel attended our office at Bombay and handed over a draft of the agreement for sale of property situate at Eksar Taluka Borivali Bombay for approval I say that my firm approved the said draft agreement for sale and sent it along with my firms letter dated 28/04/1975 to Messrs V. A. Phadke and Co; Advocate for N. N. Samant requesting them to call a meeting to settle the said draft in conference. . . 4 Thereafter I do not appear to have received any communication from Messrs V. A. Phadke and Co. nor from the said Keshavlal D. Patel in connection with the said draft Agreement for Sale I am personally not aware of any agreement for sale in respect of the said property being executed by and between K. N. Samant and Divya Vasundhara Financiers Pvt. Ltd. The Agreement for Sale if any of the said Eksar Property has not been executed in my presence. " (emphasis supplied)A copy of the letter of 28/04/1975 which is referred to in the aforesaid affidavit supports the statement made therein that the firm of M/s Shantilal Shah and Company after approving the draft agreement forwarded the same to M/s V. A. Phadke and Company and also requested for a meeting to settle the draft in a conference. A copy of the agreement which has been produced in the present Company Application shows that the said agreement is engrossed on the stamp paper of Rs. 3. 00 purchased in the name of M/s V. A Phadke and Co. Bombay. It cannot be said that the claim of the Company that there was an agreement between the Company and respondent No. 1 to sell the Borivali land cannot be dismissed exfacie. If therefore the Court Committee intends to enforce the rights under the said agreement it cannot be said as urged by the learned Advocate for respondent No. 1 that this was indulging in frivolous and vexatious litigations. What would be the rights of the Company under the said agreement if any or what should be the legal reliefs to which the Company is entitled in respect of its rights under the said agreement are the matters which the Committee has to establish in the civil court of competent jurisdiction and it may take appropriate measures as may be advised for enforcement of such rights including the right if any of being joined as a party in the Civil Suit filed by respondents Nos. 2 to 4 against respondent No. 1 in the High Court of Judicature at Bombay. I am therefore of the opinion that the Court Committee is entitled to seek the directions in that behalf. ( 15 ) FOR the reasons aforesaid the Court Committee is directed and authorised to take such appropriate measures and actions as prayed for in para F (4) and (5) of the summons as it may be advised for enforcement of the rights of the Company under the aforesaid agreement of 29/04/1975 said to have been executed by respondent No. 1 in favour of the Company. ( 16 ) SUMMONS is accordingly disposed of. ( 16 ) SUMMONS is accordingly disposed of. ( 17 ) THOUGH no interim reliefs have been granted at the time of issuing notice on the present summons in light of the statement made by learned Advocate Shri A. S. Qureshi on behalf of respondent No. 1 who has prayed that respondent No. 1 should be discharged from the obligation of that statement I am of the opinion that in order to ensure that no prejudice is caused to the cause of the Company in the matter of the aforesaid rights adinterim relief of maintaining status quo in the matter of transfer of the said land of Borivali should be granted till 15/05/1982 so as to enable the Committee to take such actions to protect its interest as it may be advised. It is accordingly granted. ( 18 ) HAVING regard to the facts and circumstances of this case there should be no order as to costs. Order accordingly. .