V.S. SIRPURKAR, J.- Leave granted. 2. A common judgment of the High Court of Madhya Pradesh at Gwalior in miscellaneous company appeals filed by the respondents herein is in challenge before us. These appeals were filed by the respondents against the order of the Company Law Board (CLB) arising out of the applications filed by the appellants herein under Sections 397 and 398 of the Companies Act h (hereinafter referred to as "the Act") alleging mismanagement of the on pagers company by the respondents. Both the parties have already completed one round of litigation up to this Court and have come up before us in the second round. The factual matrix leading to the filing of the present appeals before us dates back to July 1995 when the appellants herein filed the petitions under Sections 397 and 398 of the Act. The facts are as under: This is a family dispute amongst two brothers, namely, J.K. Srivastava and H.K. Srivastava, both of whom have expired. Their legal representatives are before us. J.P. Srivastava Group (the appellants herein) filed Company Petition No. 27 of 1995 dated 1-7-1995 before the Company Law Board under Sections 397 and 398 of the Act alleging that MIs Gwalior Sugar Co. Ltd., which is a family concern, was being mismanaged by H.K. Srivastava Group. 3. The Company Law Board, on the basis of the aforementioned petition and the replies thereto by the respondents, was initially of the opinion that this being a family concern, the disputes should be resolved amicably and passed an order dated 22-1-1996 calling upon the parties to make efforts for compromise. The relevant extracts of the order are as under: "In view of the close relationship between the parties, we suggested to the counsel for both the sides that they should try to work out an amicable settlement between the parties. The counsel have undertaken to do so. The result of their efforts will be intimated to us on 20-2-1996 at 2.30 p.m." Thereafter, three hearings took place and ultimately on 7-5-1996, CLB passed the following order: "It was agreed by the parties that the petitioners will sell their shares to the respondents for a value per share to be determined by a valuer appointed by us and the value will be binding on all the parties. The parties will approach jointly reputed valuers and suggest an acceptable name for our approval on 30-5-1996 at 4.15 p.m." 4. On 10-6-1996, with the consent of the parties, CLB appointed M/s Thakur Vaidyanathan Iyer & Co., Chartered Accountants, New Delhi to value the shares of the company. On 22-11-1996, the Chartered Accountants valued the shares. As the respondents had reservations about the value, the matter was reheard by the valuer and ultimately the value of equity shares was decided at Rs 6340 per share. The valuation for a preference share of Rs 100 was fixed at par. The respondents herein objected to this valuation also vide their CA No. 302 of 1997. They also filed CA No. 264 of 1997 for recalling the order dated 10-6-1996. Their contention was that the other disputes relating to the family properties in possession of the petitioners should also be settled. The matter was fixed for hearing on 6-11-1998. 5. However, before that, Respondent 8, Mrs. Radhika Srivastava filed an application, CA No. 262 of 1998, challenging the order dated 10-6-1996 and praying for its recall. It was alleged in the application that Respondent 8 had no knowledge of the compromise and that she was kept in dark about the settlement arrived at. She also further contended that the petition under Sections 397 and 398 of the Act was not maintainable since as per Section 399 of the Act, the petitioner had to have 10% of the total issued share capital a which would include preference shares. According to Respondent 8, the petitioner did not have the shareholding of 10%. Hence the petition under Sections 397 and 398 of the Act before CLB itself was not maintainable. 6. This application was replied to by the present appellants, more particularly, Appellant 3, Mrs Nini Srivastava, wherein, it was stated that the petition filed before CLB under the provisions of Sections 397 and 398 of the b Act was on behalf of Appellant 3 herself and also as the trustee of J.K. Srivastava Family Trust (referred to as "the Trust" hereinafter) and since the Trust had 1029 preference shares and since she had an authority to represent the Trust and file petition on its behalf, the petition was perfectly legal. It was also contended that Respondent 8 Mrs Radhika Srivastava was fully aware of this situation since she had participated in the proceedings in which there had c been twenty-five hearings over three-and-a-half years till then. 7. By an order dated 6-11-1998, CLB directed the appellants to file the consent/authority, if any, given by the Trust to Mrs. Nini Srivastava for filing the petition under Sections 397 and 398 of the Act. On 9-11-1998, the appellants brought on record an affidavit dated 9-6-1995 and one affidavit of Mr. V.K. Srivastava dated 12-6-1995 was also brought on the record. A detailed reply was also filed to the application filed by Mrs. Radhika Srivastava that Mrs Nini Srivastava, the third appellant herein, was appointed as a trustee of the Trust on 24-8-1994 and she enjoyed the authority/consent to file the petition vide communication dated 9-2-1995 and she also had the consent of the co-trustee Mr. V.K. Srivastava as per the affidavit dated 12-6-1995. 8. The Company also filed its reply and naturally supported the respondents contending that since the petitioner was holding the shares less than 11th of the issued share capital of the Company, the petition was not maintainable. 9. All the three applications case Nos. 262 of 1998 and 264 & 302 of f 1997) and the objections thereto were heard by and decided by CLB on 18-1-1999. CLB took the view that the application, CA No. 264 of 1997 was liable to be dismissed and CA No. 302 of 1997 was also liable to be dismissed, however, it arrived at a conclusion that the proper valuation of the shares would be Rs 6000 per equity share. As far as the third application, CA No. 262 of 1998 is concerned, CLB took the view that though the other objections were without any merits, the objection pertaining to the 9 maintainability of the petition was valid, as the petitioner did not have the authority of the Trust and the petitioner did not have shareholding exceeding 10% of the total shareholding. On this ground alone, CLB dismissed the petition filed under Sections 397 and 398 of the Act. 10. Three appeals came to be filed against this order of CLB. On this ground alone, CLB dismissed the petition filed under Sections 397 and 398 of the Act. 10. Three appeals came to be filed against this order of CLB. One of the h appeals was by the present appellants against the finding of maintainability, while the other two appeals were by the respondents (herein), whereby their prayer for recall of order dated 10-6-1996 and the finding on the consent was rejected by CLB. All the three appeals were dismissed by the learned Single Judge of the High Court by his order dated 30-6-2000. The learned Single Judge upheld the findings of CLB on the maintainability of the petition and dismissed the appeal filed by the appellants. The learned Judge, however, observed that since the original petition itself was held to be not maintainable, nothing survived in the appeal filed by the respondents herein, challenging the other findings of CLB. 11. The appellants filed letters patent appeal against the order of the learned Single Judge. The Division Bench, however, dismissed the appeal filed by the appellants vide its order dated 10-8-2001 and observed that since the appellants had filed a fresh application before CLB, CLB should decide the subsequent application on its merits ignoring the observations made by CLB as well as the learned Single Judge about the number of shares held by the Trust, and should further decide the case on merits. 12. All these appellate judgments of the learned Single Judge as well as the Division Bench were challenged by the appellants before this Court and this Court allowed these appeals vide its judgment dated 26-10-20041. The Court specifically held that the third appellant Mrs. Nini Srivastava had the necessary authority to file the appeal on behalf of the Trust and she as well as the Trust had more than 10% of the share capital of the Company in control, and as such, there was no bar under Section 399(3) of the Act and also Regulation 18 for the petition under Sections 397 and 398 of the Act. 13. Accordingly, the matter was remanded back to the learned Single Judge. The learned Single Judge, however, came to the conclusion that CLB had not decided any other matter on merits, since it had taken the view that the original petition under Sections 397 and 398 of the Act for mismanagement of the Company was not maintainable. 13. Accordingly, the matter was remanded back to the learned Single Judge. The learned Single Judge, however, came to the conclusion that CLB had not decided any other matter on merits, since it had taken the view that the original petition under Sections 397 and 398 of the Act for mismanagement of the Company was not maintainable. The learned Single Judge, therefore, without expressing anything, sent back the whole matter to CLB by his order dated 27-7-2005. It was observed by the learned Single Judge in his order: "After hearing both the parties, I find that the Company Law Board had dismissed the petition on the ground that it is not maintainable and the said view was upheld up to the Division Bench. However, now the Apex Court has taken a different view and held that the petition is maintainable. From a perusal of the impugned order, I find that the court below has not given any findings on the merits of the case i.e. findings about the mismanagement. In such circumstances, this Court has no option but to remand the matter to CLB for deciding the matter afresh. At the time of deciding the matter afresh, the Company Law Board shall consider the entire record available. At the time of arguments, it was also pointed out by both the parties that some subsequent events have taken place during the last six years and a fresh petition against the company is also filed which is pending. Under Regulation 24, the Company Law Board has to take into consideration all the events till the date of passing a the order." Thus, the matter stood remanded further to CLB. It is against this order of the learned Single Judge that the appellants have filed the present appeals. 14. Ms Ahmadi, the learned counsel for the appellants strenuously took us through all the orders and firstly contended that the learned Single Judge has completely ignored the findings given by CLB on the questions other b than the maintainability of the petition. She pointed out that CLB had very categorically found that the respondents had given consent for settling the matters amicably and accepting such consent, CLB had passed the final order. She pointed out that CLB had very categorically found that the respondents had given consent for settling the matters amicably and accepting such consent, CLB had passed the final order. She also pointed out that CLB had also fixed the valuation of the shares at Rs 6000 per equity share, though the Chartered Accountants appointed by CLB had initially fixed the price at Rs 6340 per equity share. 15. Ms Ahmadi also pointed out further that the petition filed by Mrs Radhika Srivastava (CA No. 262 of 1998) was fully dealt with and the objections raised by Mrs Radhika regarding her not even having consented to the agreement, was rejected. Her further contention for recall of the order dated 10-6-1996 was also rejected by CLB. It was only her objection regarding the maintainability, which was entertained by CLB holding that the d petition under Sections 397 and 398 of the Act was not maintainable. But, however, since this Court has held the petition to be maintainable, it is obvious that the other findings were also very much alive in that order. She further pointed out that appeals were filed before the learned Single Judge in the first round, precisely against those findings. She, therefore, urges that the learned Single Judge was in error in ignoring all these findings and refusing e to decide the appeals which were against those findings. 16. The learned counsel carries the arguments further and suggests that this Court now should put an end to the controversy by upholding the order of CLB regarding the consent agreement on the part of the respondents. She has also relied on a number of decisions, which pertain to the effect of the f party even having consent for the compromise. 17. As against this, the respondents, however, had supported the order of the learned Single Judge, saying that all the questions were open before CLB and the learned Single Judge is right in remanding the matter further for rehearing and redecision on all the other questions. 18. On this background, we would have to see as to whether the learned 9 Single Judge was right in making a wholesale remand. 18. On this background, we would have to see as to whether the learned 9 Single Judge was right in making a wholesale remand. It would be proper for us to first consider the order passed by CLB in detail, as it will have to be examined as to whether CLB has actually not decided upon any other point excepting the maintainability of the petition as held by the Single Judge in the impugned judgment. 19. In the first two paragraphs, CLB referred to the facts of the petition h and subsequent settlement arrived at regarding the sale of shares by the petitioner at a value to be determined by a valuer appointed by CLB. It also referred to the appointment of M/s Thakur Vaidyanathan iyer & Co., Chartered Accountants, New Delhi to value the shares of the company. 20. In the third paragraph, CLB referred to the presence of Mr. Vikram Srivastava, Joint Managing Director, Respondent 3 as also the per share value arrived at by the Chartered Accountants as per their valuer report, which was arrived at Rs 7031 per equity share. CLB then makes a reference to the date 5-3-1997, when the counsel for the petitioners accepted the value determined by the valuer, whereas, the respondents counsel had sought some time as also to the order dated 18-3-1997, wherein, it was held that the valuers should give hearing to the petitioners as also to the respondents within three weeks. 21. In the fourth paragraph, CLB then refers to the written submissions before the valuer as also the revised report of 8-10-1997 and the ultimate value computed by the valuer per equity share of Rs 100 each being Rs 6340. It also made a reference to CA No. 264 of 1997 seeking for recalling the order of the Bench of valuation of the shares and for abandoning the valuation process and to proceed with the petition in accordance with law. It then made a reference to the hearing which took place on 15-12-1997, wherein, the request was made by the respondents to file objections to the valuation report as also to the further developments dated 20-12-1997, etc. It then made a reference to the hearing which took place on 15-12-1997, wherein, the request was made by the respondents to file objections to the valuation report as also to the further developments dated 20-12-1997, etc. and ultimately to the instructions by CLB, wherein, CLB had advised the parties to send notes to the Bench stating specifically the points on which they had reservations on the reports of the valuer, so that the Bench itself could take up the matter with the valuer. After referring to the fact of the parties, sending the details of their petitions, CLB ultimately referred in this paragraph to the possibility of settling the prices between the parties. 22. In para 5, CLB referred to the contentions of the respondents about the valuation made by the valuer through Mr. Vijay Gupta, counsel for the respondents, mainly to the effect that the valuation was vitiated, as the person who had done the valuation on behalf of the valuers was earlier a Director of the Board of a company in which one petitioner was a Director. 23. In para 6, the arguments of the advocate for the petitioner were dealt with to the effect that the consent terms recorded was an independent one without having any connection with the disputes between the parties and, therefore, they should be independently implemented. CLB also referred to the readiness on the part of the petitioners to settle all the disputes, as also to settle the other disputes through arbitration. CLB also referred to the further arguments that, however, the payment for the shares held by the petitioner should be independent of the arbitration. 24. In para 7, the reply on the part of the advocate for the respondents was referred to, while in para 8, CLB referred to the application by Respondent 8 being CA No. 262 of 1998 dated 3-11-1998. It also referred to the fact that replies were permitted to be filed to the aforementioned CA No. 262 of 1998, and it is ultimately in paras 9 and 10 that CLB initially dealt with the applications, CAs Nos. 264 and 302 of 1997. 25. It also referred to the fact that replies were permitted to be filed to the aforementioned CA No. 262 of 1998, and it is ultimately in paras 9 and 10 that CLB initially dealt with the applications, CAs Nos. 264 and 302 of 1997. 25. After considering the arguments in detail, and after referring to the happenings at the earlier stage of the proceedings as also after considering a decision of CLB in Michelle Jawad-Al-Fahoum v. Indo Saudi (Travels) (P) Ltd. 2, CLB observed in the present case also that: "there is absolutely no reference to the private understandings between the parties in the order dated 10-6-1996 and the petitioners are not agreeable for any modification in the said consent order. Once the parties consent to certain terms of settlement and the same is recorded by a judicial forum, then the parties are bound by the said settlement terms. Therefore, there is no scope for recalling the order dated 10-6-1996 on this ground." 26. Thereafter, CLB also rejected the contention raised on behalf of the respondents that even if the consent terms were to be implemented by which C the respondents would purchase the shares of the petitioners, then it could be only after the other disputes between the parties are settled and till such time, no payment need be made for the shares. CLB observed that: "this argument also deserves to be rejected as no such reference is found in the order dated 10-6-1996. Further, after this order, a few hearings took place and at no point of time this issue was raised by the respondents." It further went on to hold: "Thus it is clear that even if there has been an agreement to settle the other disputes, it was to be after the shares of the petitioners are bought out by the respondents." 27. CLB then referred to the proposal by the counsel of the petitioners to refer all other disputes to the arbitrator to be appointed by CLB and observed: "We think that it is a very fair proposal as the same would put an end to all the disputes between the parties and a time-frame of nine months for completion of the arbitration proceedings should be sufficient and f that on expiry of nine months, the respondents should pay the consideration for the shares irrespective of the fact whether the arbitration proceedings are concluded or not." 28. In para 10, CLB referred to the valuation arrived at by the Chartered Accountants. CLB ultimately recorded a finding: "Thus on the basis of the valuation report, we consider that a sum of 9 Rs 6000 per equity share would be an appropriate value for these shares and Rs 100 each for the preference shares." It is then that CLB considered the objections and prayers raised by Respondent 8 in CA No. 262 of 1998 including the contention that the petition under Sections 397 and 398 of the Act was not maintainable as the petitioner did not hold 10% of the share capital. CLB firstly held that the prayer of the eighth respondent for recall of the order dated 10-6-1996 on the ground that she was not a party to consent agreement, had to be rejected. 29. CLB took into consideration the various facts that Respondent 8 had kept quiet on large number of hearings, though, her counsel was present all through. It also made a reference that no explanation was given as to why Respondent 8 had waited for nearly an year to present this application (CA No. 262 of 1998), challenging the consent terms. 30. On the second and the main aspect, concerning Section 399 of the Act, it was referred that the petitioners holding less than 10% of the share capital could not move application under Sections 397 and 398 of the Act. 30. On the second and the main aspect, concerning Section 399 of the Act, it was referred that the petitioners holding less than 10% of the share capital could not move application under Sections 397 and 398 of the Act. CLB in para 25 held as follows: "Thus, this petition suffers from either one or more of the following: Consent in writing was not filed along with the petition; the Trust did not, on the day of filing the petition control all the 1029 preference shares; all the trustees have not been made parties to the petition and the trustees cannot, in law give consent to a co-trustee to file the petition. If it is so, then the shares held by the Trust cannot be taken into account for the purposes of the provisions of Section 399 and as such without passing any directions in pursuance to our conclusions at paras 9 and 10, we dismiss this petition. However, since we ourselves feel that the correctness of our decision needs to be tested on appeal, we also stipulate that all subsisting interim orders will continue up to 31-3-1999 so as to provide for some time to the parties to initiate appeal proceedings. Petition is dismissed. No order on cost." 31. We have carefully seen and noted that this Court upset only the latter part of the order, particularly pertaining to the maintainability of the petition under Sections 397 and 398 of the Act on account of the provision of Section 399(3) of the Act. It specifically held in its judgment dated 26-10-2004 that CLB had incorrectly held the said petition to be not maintainable. This Court found specifically that the objection regarding the applicability of Section 399(3) of the Act could not hold water, and it was categorically declared that the third appellant (herein) had the necessary authority to file the appeal on behalf of the Trust and she as well as the Trust had more than 10% of the share capital along with the appellant Mrs Nini Srivastava. Thus, it is clear that the order of CLB only on the question of maintainability was held to be erroneous. It is to be noted that no other aspect and the finding in that order were even touched by this Court. 32. Thus, it is clear that the order of CLB only on the question of maintainability was held to be erroneous. It is to be noted that no other aspect and the finding in that order were even touched by this Court. 32. Since this Court remanded the whole matter to the learned Single Judge before which the appeals against the order of CLB were filed, on this background, when we consider the judgment now passed after remand, by the learned Single Judge, it is seen that the learned Single Judge has miserably failed to decide any questions whatsoever. The parties were at issues on all the aspects of the order passed by CLB besides the finding of CLB on the maintainability of the petition. This Court specifically held that the objection regarding the maintainability, more particularly, raised by Respondent 8 was not tenable and the petition under the Companies Act was perfectly maintainable. This Court had deliberately not expressed (sic any view) on any other aspect of the matter. 33. A careful scanning of the order passed by this Court shows that this Court had decided the matter only on the question of applicability of Section 399(3) of the Act and had come to a clear conclusion that the petition under Sections 397 and 398 of the Act was perfectly maintainable. In short, this Court had left it to the learned Single Judge to decide every other question dealt with by CLB in its order, since the appeals against those questions were pending before the learned Single Judge and since those appeals were not decided at the first instance by either the Single Judge or the Division Bench. 34. In this background, we find that the Single Judge has taken a very strange view of the matter and has proceeded to hold that CLB had not decided the matter on merits, and, therefore, the whole matter was liable to be redecided by CLB. In this behalf, we must point out that CLB had given the findings on CAs Nos. 264 & 302 of 1997 and 262 of 1998 as also the objections raised thereto by the appellants. It is for this reason that we have dealt with the order passed by CLB in great detail in the earlier part of the judgment. In this behalf, we must point out that CLB had given the findings on CAs Nos. 264 & 302 of 1997 and 262 of 1998 as also the objections raised thereto by the appellants. It is for this reason that we have dealt with the order passed by CLB in great detail in the earlier part of the judgment. According to us, it cannot be said that CLB had not decided all the other matters, since, it had found the original petition to be untenable. We, however, desist from dealing with any other findings of CLB to which we have already made reference. We refuse to express anything, since this Court had expected the learned Single Judge to decide all those matters covered by the appeals filed by both the parties and to decide upon the correctness of the order passed by CLB on all the other issues excepting the issue of maintainability, which issue was already finally dealt with by this Court in e the judgment dated 26-10-2004. We are, therefore, of the clear opinion that the matter should be referred back to the learned Single Judge for deciding all the three appeals filed by the respective parties within the time-frame. 35. As regards the contentions raised by Ms Ahmadi, learned counsel for the appellants as also the contentions raised by the opponents, we have already held that it would not be feasible for us to consider the merits of the f appeals filed by the parties against the order of CLB. We have pointed out that in its order, CLB had considered a number of questions raised by the parties vide their objections and independent applications filed from time to time. Barring the question of tenability-which is finally decided upon-this Court had not considered any other questions covered in those appeals and had left the same to be decided by the Single Judge. We, therefore, would not go beyond the directions of remand, earlier issued by this Court. That would 9 be neither a proper nor an appropriate course to follow. However, we must clarify that it would be open for the High Court to go into the question as to whether the parties hereto were bound by the terms of compromise, which have been affirmed by CLB. That would 9 be neither a proper nor an appropriate course to follow. However, we must clarify that it would be open for the High Court to go into the question as to whether the parties hereto were bound by the terms of compromise, which have been affirmed by CLB. In that, the High Court would also be bound to consider the tenability of the appeals filed by H.K. Srivastava Group. We h have clarified this position, as so far there has been no debate on the tenability of the appeals against the orders effected through compromise. 36. We, therefore, would reiterate the earlier order of remand to the Single Judge passed by this Court. In that view, we direct: (1) That the Single Judge will now take up all the three appeals filed by the parties against the order of CLB and dispose of the same in the light of the observations made by us. (2) This shall be done within six (6) months from the date this order reaches the High Court. (3) All the other contentions would be allowed to be raised and considered except the question of tenability of the petition under Sections 397 and 398, which has been finally decided by this Court in the earlier round of litigation. (4) The parties are also permitted to raise the questions regarding the subsequent developments directly in accordance with law and only if they are germane to the matter in question. The appeals are disposed of in above terms. There shall be no orders as to costs.