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2016 DIGILAW 63 (MEG)

Dushyant Varma v. Kailash Varma

2016-11-30

DINESH MAHESHWARI

body2016
JUDGMENT : DINESH MAHESHWARI, J. Preliminary These three review petitions, relating to the common order dated 07.01.2016 as passed by this Court in three Civil Revision Petitions [CR (P) No. 56 of 2013, CR (P) No. 59 of 2013 and CR (P) No.20 of 2014], have been considered together; and are taken up for disposal by this common order. 2. Put in a nutshell, the submissions of the review petitioners [who were the respondents in CR (P) No. 56 of 2013 and CR (P) No.59 of 2013 and were the petitioners in CR (P) No. 20 of 2014] are that the common order dated 07.01.2016 suffers from such errors that are apparent on the face of the record, particularly when this Court has issued directions much beyond and away from the subject-matter of revision petitions, but without adverting to the real issues involved; and this Court has even decided CR (P) No.20 of 2014 also, although the said revision petition was not even pending and had already been dismissed as withdrawn way back on 10.07.2015. 3. Though, ordinarily, a review petition is expected to be placed before, and decided, by the same Hon'ble Judge who had passed the order sought to be reviewed but, it has been pointed out in these matters that the Hon'ble Judge, who passed the impugned order on 07.01.2016 (during winter vacations of this Court), demitted the office on retirement on 31.01.2016, i.e., even before thirty days from the date of the order and the review petitions were filed within limitation on 08.02.2016. In the peculiar circumstances of the case, these review petitions have been considered on merits by this Bench. Nature of dispute: Efforts for Settlement leading to more disputes 4. The disputants herein, the review petitioners being on one side and the respondent on the opposite, are closely related to each other inasmuch as the review petitioner No.1 Shri Dushyant Varma is the son of review petitioner No.2 Smti. Kamla Varma (mother) and the respondent Shri Kailash Varma (father). The disputes pertaining to these petitions essentially relate to the business establishments of the family at Shillong. It is also apparent that the family has fallen apart; and the parties are entangled in a web of litigations, which includes, apart from the commercial litigation's forming the subject-matter of these review petitions, even the matrimonial dispute between the review petitioner No.2 and the respondent. It is also apparent that the family has fallen apart; and the parties are entangled in a web of litigations, which includes, apart from the commercial litigation's forming the subject-matter of these review petitions, even the matrimonial dispute between the review petitioner No.2 and the respondent. So far the business establishments are concerned, the parties hereto are holding amongst themselves more than 93% of paid up capital of a company incorporated under the Companies Act, 1956, Pegasus Hotels Private Limited, which had been managing a hotel business in the name of Hotel Pegasus Crown. There is another family business in the name of Delhi Mistan Bhandar. 5. It appears that when serious differences and disputes cropped up between the parties of the same family in relation to the said business establishments, there had been efforts for settlement and allegedly, the parties executed a so called Memorandum of Family Settlement dated 22.11.2012. As has unfolded in due course of time, this so called Family Settlement, instead of resolving anything, has only led to manifold litigations. Such a spate of litigations commenced with the review petitioners filing Title Suit No.2 (H) of 2013 in the Court of Munsiff, Shillong against the present respondent, seeking specific performance of the terms of the said Family Settlement dated 22.11.2012. The reliefs claimed in the said suit are as under:- "In the circumstances stated above it is prayed your Honour may be pleased to pass judgment and decree in favour of the plaintiff and against the above-named defendant as follows :- 1. For specific performance of the various covenants and stipulations contained in the Memorandum Recording Family Settlement dated 22.11.2012. 2. For a permanent injunction restraining the defendant No.1 from interfering in the day-to-day affairs and management of business and finance of Pegasus Hotels Pvt. Ltd. 3. For full cost of the suit. 4. For other relief/reliefs as the Court may deem fit and proper for which the plaintiff is entitled. And for which act of kindness humble plaintiff as in duty bound shall ever pray." 6. In the Title Suit aforesaid, the review petitioners filed an application seeking temporary injunction [Misc. For full cost of the suit. 4. For other relief/reliefs as the Court may deem fit and proper for which the plaintiff is entitled. And for which act of kindness humble plaintiff as in duty bound shall ever pray." 6. In the Title Suit aforesaid, the review petitioners filed an application seeking temporary injunction [Misc. Case No. 5 (H) of 2013] against the respondent that he would not commit breach of the terms of the Family Settlement dated 22.11.2012 whereupon, the learned Munsiff, Shillong issued an ad-interim injunction on 16.05.2013, restraining the respondent from acting contrary to the said Family Settlement dated 22.11.2012. Aggrieved, the respondent preferred an appeal, being FAO No. 2 (H) of 2013, against the order so passed by the Munsiff wherein, the Appellate Court passed an order on 30.05.2013 that status quo shall be maintained by the parties. It is noticed that the said appeal was finally heard on 12.09.2013 by the Additional District Judge, Shillong and was reserved for judgment. But in the meantime, on 20.09.2013, the respondent, acting as the Managing Director, convened the Annual General Meeting ('AGM') of the company on 30.09.2013, so as to carry out the statutory requirements per Sections 165 and 166 of the Companies Act, 1956. However, when the notices for AGM were issued by the respondent, the review petitioners filed another application in the said Title Suit, being Misc. Case No.21 (H) of 2013, seeking temporary injunction against holding of AGM on 30.09.2013. On the application so filed by the review petitioners, the learned Munsiff passed an order dated 27.09.2013 restraining the respondent from holding the AGM; and fixed the matter on 21.10.2013 for show cause and hearing. The respondent herein challenged this order dated 27.09.2013 in the Court of Additional District Judge, Shillong in the proceedings that were registered as Civil Revision No.3 (H) of 2013. 7. On the other hand, the learned Munsiff took up the aforesaid Misc. Case No.21 (H) of 2013 on the date fixed i.e. 21.10.2013. There is a dispute as regards the contents of order-sheet drawn by the learned Munsiff on 21.10.2013 inasmuch as, according to the respondent, the matter was adjourned to 08.11.2013, but was pre-poned to 07.11.2013 by changing the contents of the order-sheet. Case No.21 (H) of 2013 on the date fixed i.e. 21.10.2013. There is a dispute as regards the contents of order-sheet drawn by the learned Munsiff on 21.10.2013 inasmuch as, according to the respondent, the matter was adjourned to 08.11.2013, but was pre-poned to 07.11.2013 by changing the contents of the order-sheet. In regard to this aspect of the matter, this Court, during the course of consideration of the revision petitions, called for an explanation from the learned Presiding Officer; and the Presiding Officer stated in her explanation that 08th of November 2013 having already been declared a local holiday, she changed the date in the order-sheet to 07.11.2013 in her own handwriting and also placed her initials thereupon. These facts relating to the order-sheet dated 21.10.2013 have only been noted as emerging from the records, but no comment thereupon appears requisite, looking to the subject-matter of these review petitions. The aspect relevant for the present purpose is that the learned Munsiff indeed took up the said application for interim relief [Misc. Case No.21 (H) of 2013] on 07.11.2013 and proceeded to dispose of the same while observing that nothing further was required to be decided in the matter. However, the said Misc. Case was disposed of in terms of the ad interim order dated 27.09.2013. Thus, this order dated 07.11.2013 practically had the effect of making the order dated 27.09.2013 absolute. The petitions for revision in this Court: CR (P) No. 56 of 2013 8. As noticed, the present respondent (defendant in the Title Suit) had already challenged the aforesaid ad-interim order dated 27.09.2013 in the Court of Additional District Judge, Shillong by way of proceedings that were registered as Civil Revision No. 3 (H) of 2013. However, upon passing of the aforesaid order dated 07.11.2013, whereby Misc. Case No. 21 (H) of 2013 was disposed of but while making the ad-interim order absolute, the respondent chose to approach this Court and preferred the first Civil Revision Petition [CR (P) No. 56 of 2013] assailing the aforesaid order dated 07.11.2013 as also the previous order dated 27.09.2013. In this revision petition, the present respondent also filed an interim application [Misc. Case (CRP) No. 26 of 2014] that he may be allowed to comply with the provisions of the Companies Act, 1956 by holding the AGM. In this revision petition, the present respondent also filed an interim application [Misc. Case (CRP) No. 26 of 2014] that he may be allowed to comply with the provisions of the Companies Act, 1956 by holding the AGM. The present review petitioners filed a counter affidavit to the said application with the submissions that statutory compliance was the responsibility of major share holders and they were capable of making such compliance; and that delay in compliance had occurred only because of the opposite party not adhering to the terms and conditions of the Family Settlement. 9. In this revision petition [CR (P) No. 56 of 2013], several proceedings took place in the efforts of the Court to somehow bring about a settlement amongst the disputants. Before noticing such proceedings, appropriate it would be to take note of the subject-matter of other two revision petitions. CR (P) No. 59 of 2013 10. The second revision petition [CR (P) No. 59 of 2013] came to be filed by the present respondent in the following circumstances: In the said Civil Suit No.2 (H) of 2013, the present review petitioners further filed an application bearing No.22 (H) of 2013 for appointment of receiver over the business establishment of Delhi Mistan Bhandar. The present respondent filed an application therein with the submissions that such proceedings ought to be kept in abeyance until disposal of his appeal against the earlier interim order passed by the Court as also until disposal of CR (P) No. 56 of 2013 in this Court. The principal contention sought to be urged by the respondent had been that the learned Munsiff was not having jurisdiction to entertain any such suit or proceedings. The learned Munsiff, however, declined the prayer for stay of further proceedings and, by the order dated 28.11.2013, fixed the matter for filing of a show cause. The order so passed by the learned Munsiff on 28.11.2013 was challenged in CR (P) No.59 of 2013 by the present respondent. CR (P) No.20 of 2014 11. The subject-matter of third revision petition, which was preferred by the present review petitioners [CR (P) No.20 of 2014], had been a bit different. The order so passed by the learned Munsiff on 28.11.2013 was challenged in CR (P) No.59 of 2013 by the present respondent. CR (P) No.20 of 2014 11. The subject-matter of third revision petition, which was preferred by the present review petitioners [CR (P) No.20 of 2014], had been a bit different. The present respondent and the said company chose to file another suit on 18.07.2014 in the Court of learned Munsiff, Shillong, being Title Suit No.10 (H) of 2013, against the present review petitioners for declaration and permanent injunction with the allegations that the defendants (present review petitioners) were illegally interfering with the management of hotel and had locked the office of the Managing Director of the company. It was also alleged by the plaintiff (present respondent) that the defendants got executed from him the alleged Deed of Family Settlement dated 22.11.2012 "fraudulently by misrepresenting of fact and manipulation" that was not binding on him; and that the defendants were not allowing him to take steps for carrying out the statutory requirements. The said Civil Suit No.10 (H) of 2014 was also accompanied by an application for temporary injunction that was registered as Misc. Case No.13 (H) of 2014 wherein, the learned Munsiff, by the order dated 21.07.2014, declined to issue any ex parte injunction but issued notices to the present review petitioners. 12. The present respondent felt aggrieved of the order so passed by the learned Munsiff and questioned the same by way of an appeal, being FAO No.4 (H) of 2014. In this appeal too, the present respondent filed an application for interim relief, being Misc. Case No.11 (H) of 2014. On 30.07.2014, while issuing notices to the opposite party in this appeal and the accompanying application, the learned Additional District Judge, Shillong, purportedly stayed the operation of impugned order dated 21.07.2014. 13. Aggrieved by the aforesaid order dated 30.07.2014 as passed in Misc. Case No.11 (H) of 2014 related with FAO No.4 (H) of 2014, the present review petitioners approached this Court by way of the revision petition that was registered as CR (P) No.20 of 2014. However, the indisputable position is that this revision petition [CR (P) No.20 of 2014] was not prosecuted further and was dismissed on 10.07.2015. This revision petition was yet taken up for disposal in the impugned order dated 07.01.2016. However, the indisputable position is that this revision petition [CR (P) No.20 of 2014] was not prosecuted further and was dismissed on 10.07.2015. This revision petition was yet taken up for disposal in the impugned order dated 07.01.2016. Coming to the implication of this error a little later, appropriate it would be to take note of the other proceedings in this Court in relation to these revision petitions. Further efforts for settlement by the Court 14. It is noticed that before filing of CR (P) No.20 of 2014, when the earlier two revision petitions came up for consideration on 30.01.2014, a learned Single Judge of this Court was of the view that the matter was required to be referred to mediation for settlement as the disputants were the members of the same family. Then, learned counsel for the parties purportedly suggested the names of two retired administrative officers to act as 'mediators'; and the learned Single Judge referred the matter to the said persons but then, ordered that all the Court proceedings between the parties shall be kept in abeyance till the 'mediators' would arrive at their 'decision'. 15. The aforesaid persons ultimately submitted a report dated 19.05.2014 in this Court, making the so called recommendations for settlement between the parties. Thereafter, the recommendations were put in the domain of the parties and they were permitted to submit their comments/objections thereto. Accordingly, the present review petitioners as also the present respondent filed their respective objections. It further appears from the record that on 28.08.2014, the learned Single Judge who had earlier passed the order on 30.01.2014 for referring the matter to mediation, recused himself and hence, the said revision petitions were listed before another Bench. 16. However, thereafter, the course of proceedings in the aforesaid revision petitions took a different turn on 15.10.2014. On this date, the other Bench dealing with the matter, even after noticing the crisis of confidence amongst the parties observed that they appeared to be willing to stay together; and, even while referring to the uncertain suggestions of the parties, which were rather tainted with distrust towards each other, issued directions that they would stay together for 15 days in the premises of respondent but with posting of police personnel and installation of closed circuit cameras over them. Such directions in the order dated 15.10.2014, practically forcing the parties to live together, had been as under:- "7. From the aforesaid proceedings, inter alia, it appears that there has been protracted litigation between the husband on one side, and the wife and son on the other. It is not a case where one can say for definite that the family has disintegrated or there is a complete breakdown of relationship. Despite reluctance on the part of the parties to accept the recommendations of mediators appointed by the Court, they still seem to be willing to stay under one roof. However, there is crises of confidence because the husband apprehends that his wife may falsely implicate him in cases of domestic violence and other offences if she is to stay with him under one roof, whereas, the wife and son fear that the husband may indulge in violence and may torture them with the help of his muscle men. But still, they want to come closer and stay together, interalia, also for the reason that the marriage of son has been settled. Thus, they agree, during the course of the proceedings, that after burying their differences, temporary, they may stay together for 15 days in the premises of the husband subject to the condition that for the security of the parties and to protect against any untoward incident, they may be given police protection with close circuit camera to be installed and monitored by Police in the premises during the stay of the parties to record their activities and movements so as to give complete pictures in case of happening of any untoward incident during the period. Husband, Shri Kailash Verma, agrees to bear the expenses for posting of police personnel and installation of close circuit camera. He also agrees and states that he will give an advance of Rs. 50,000/- to his wife and son for their personal expenses during their stay with him for 15 days. He also states that as per family tradition, he will provide dewali gifts to his wife and son. He also agrees and states that he will give an advance of Rs. 50,000/- to his wife and son for their personal expenses during their stay with him for 15 days. He also states that as per family tradition, he will provide dewali gifts to his wife and son. Thus, in terms of consensus and in the light of past proceedings, just in order to instil a sense of confidence in the family members towards each other, it is directed that the Superintendent of Police, Shillong, shall post on duty a lady police Sub-Inspector and a lady Constable in the premises where Shri Kailash Verma will stay with his wife, Smti Kamla Verma and son, Shri Dushyant Verma, in terms of this order, so as to avoid trading of false allegations against each other and to prevent them from indulging in any kind of domestic violence. The police department may also install their close circuit camera in order to record the movements and activities of the parties, to get a complete picture in the case of any untoward incident. Shri Kailash Verma shall deposit the expenses for posting of police personnel as well as installation of police close circuit camera on temporary basis. List this matter again on 31-10-2014 with the report of lady police Sub-Inspector, who shall be posted in the premises for 15 days, as directed hereinabove from the date of issuance of a copy of this order." 17. It appears further that on 03.11.2014, the Court even took exception over lapses on the part of the parties as also the officers in complying with the directions for which, they were required to submit unconditional apology on affidavits. However, nothing of any settlement was achieved with all the aforesaid efforts and orders; and hence, the matters were posted for hearing. 18. It is at once clear that initial attempt at settlement leading to the Memorandum of Family Settlement dated 22.11.2012 went into rough weather with the present review petitioners filing a suit seeking its performance and with the present respondent filing another suit with the allegation that he was made to sign the said Family Settlement 'fraudulently and by way of misrepresentation'. The parties also claimed interim reliefs against each other, leading to appeals and petitions for revision. The parties also claimed interim reliefs against each other, leading to appeals and petitions for revision. Then, while taking up the revision petitions, the Court purportedly appointed some mediators but expected them to 'arrive' at the so called 'decision'. The so called mediators, instead of carrying out mediation, proceeded to make their recommendations to the Court to which, the parties submitted their respective objections. In the meantime, the Court even attempted to practically force the parties to live together with installation of closed circuit cameras and posting of guards over them. Be that as it may, disputes nevertheless remained unresolved and nothing fruitful came out of all these efforts; rather, every such attempt at settlement only triggered another chain of disputes and allegations. Disposal of revision petitions: Settlement yet the concern of Court 19. It is noticed from the record that after all the aforesaid efforts for settlement failed, the learned Single Judge of this Court ultimately heard the parties on 08.12.2015. As noticed, in the meantime, CR (P) No.20 of 2014 had already been dismissed on 10.07.2015. However, when the learned Single Judge pronounced the final order during winter vacations on 07.01.2016, the said CR (P) No.20 of 2014 was also decided alongwith other two revision petitions. 20. In the order dated 07.01.2016, the learned Single Judge made a detailed reference to the efforts at settlement and the propositions of the mediators and objections of the parties thereto. Even though all the efforts, which had their own limitations, had failed to bring about any settlement, the learned Single Judge sounded a hope that disputes could be settled between the parties in an amicable manner. The learned Single Judge, thereafter, proceeded to observe, inter alia, as under:- "24. On perusal of the said comments filed by the parties to the said recommendations made by the mediators/conciliators, it appears that there is still hope for resolution of the disputes between the parties i.e. father, son and wife amicably. However, it is left to the parties to make an endeavour for resolution of the disputes themselves amicably. On conjoint reading of the Article of Association of the Company, Memorandum Recording Family Settlement dated 22.11.2012 and the said recommendations made by the mediators/conciliators, it appears that some of the terms of the Memorandum Recording Family Settlement dated 22.11.2012 are contradictory and violative of the Article of Association of the Company. On conjoint reading of the Article of Association of the Company, Memorandum Recording Family Settlement dated 22.11.2012 and the said recommendations made by the mediators/conciliators, it appears that some of the terms of the Memorandum Recording Family Settlement dated 22.11.2012 are contradictory and violative of the Article of Association of the Company. It is also very clear that Pegasus Hotels Private Limited is not performing statutory functions and duties such as holding of AGM under Section 166 of the Companies Act, 1956, submission of audited accounts of the company to the Registrar of Companies as well as filing of Income tax return of the company to the concerned authority. As stated above, there were subsequent events after the filing of the revision petitions such as, attempt made by the mediators/conciliators appointed by this Court vide order dated 30.01.2014 for resolution of the disputes between the parties i.e. father, wife and son amicably, the said recommendations made by the said mediators/conciliators for settlement of the disputes between the parties and also comments in the form of affidavit filed by the parties to the said recommendations made by the said mediators/conciliators. The question is whether or not this Court can look into the subsequent developments for just decision of the present revision petitions." 21. Thereafter, the learned Single Judge referred to the principles that the subsequent events could be taken note of by the Court and that the Articles of Association of a company were of binding character; and while observing that the parties were not entitled to take undue advantage of the litigation's so as to avoid discharging of statutory duties, proceeded to issue directions, essentially aimed at regulating the affairs of the company, as follows:- "31. For the aforesaid reasons, (i) there shall be AGM of the company in compliance with Sections 165, 166 and 167 of the Companies Act, 1956 by issuing notice for holding AGM within two weeks from the date of passing this common judgment and order. For the aforesaid reasons, (i) there shall be AGM of the company in compliance with Sections 165, 166 and 167 of the Companies Act, 1956 by issuing notice for holding AGM within two weeks from the date of passing this common judgment and order. Only the shareholders of Pegasus Hotels Private Limited recorded in the register of the Registrar of Companies, shall be allowed to participate in the AGM of Pegasus Hotels Private Limited which is going to be held as per the directions of this Court; (ii) accounts of the company should be audited; (iii) the Managing Director, as per ROC with the Registrar of Companies, must be allowed to function and carry out his duty and comply with the statutory requirements and; (iv) cash generated from various units of Pegasus Hotels Private Limited should be deposited in the account of the company from the date of passing this common judgment and order. 32. The aforesaid directions shall continue to be complied with till T.S.No.2(H)2013 and T.S.No.10(H)2014 are finally decided by the trial court. In order to enable the parties to comply with the aforesaid directions, (i) the impugned order dated 30.07.2014 passed by the learned Additional District Judge in Misc. Case No.11(H)2014 (FAO No.4(H)2014) and (ii) impugned orders dated 27.09.2013 and 07.11.2013 passed by the learned Munsiff, Shillong in Misc. Case No.21(H)2013 are hereby set aside and quashed." 22. It is noticed that complaining of non-compliance of the directions aforesaid, the present respondent moved the Court for proceeding against the present review petitioners for contempt whereupon, the learned Single Judge issued further directions on 27.01.2016. However, those aspects related with the contempt petition are left at that only, to be dealt with in the contempt petition on their merits in accordance with law. Rival contentions in review petitions 23. Before noticing the rival contentions in these review petitions, it may be observed that during consideration of these matters, when the learned counsel indicated that the parties were yet willing to sit together in another attempt to resolve the disputes, an independent mediator was appointed who did make further attempts to help the parties communicate and to reduce their differences. However, the said mediation also failed to bring about any resolution and the mediator submitted the failure report. Thereafter, these review petitions were taken up for final hearing. 24. However, the said mediation also failed to bring about any resolution and the mediator submitted the failure report. Thereafter, these review petitions were taken up for final hearing. 24. Questioning the aforesaid order dated 07.01.2016, learned counsel for the review petitioners has strenuously argued that the entire order suffers from errors apparent on the face of record inasmuch as, the directions have been issued by the Court much away and beyond the subject-matter of the revision petitions and then, the Court has proceeded to even decide the revision petition [CR (P) No.20 of 2014] that had already been decided way back on 10.07.2015 and was not even available for decision. Learned counsel yet further submitted that while on one hand a disposed of matter was taken up for decision and on the other, nothing specific was indicated in the concluding part of the order impugned as regards CR (P) No.59 of 2013. According to the learned counsel, the order impugned discloses evident errors on the face of record, where the orders under challenge in the revision petitions have not been examined and instead, the directions have been issued much beyond the subject-matter and scope of the said revision petitions. 25. Learned counsel for the respondent has frankly not disputed the position that CR (P) No.20 of 2014 could not have been taken up for disposal because the same had already been dismissed on 10.07.2015 but has vehemently contended that while passing the order impugned, the Court has taken a holistic view of the matter and looking to the nature of dispute and the rights and duties of the parties, has issued such directions that were necessary for the purpose of ensuring compliance of the statutory requirements, particularly those of the Companies Act, 1956. Learned counsel would further argue that although no findings have been given in relation to the subject-matter of CR (P) No.59 of 2013 but, such an omission does not in any manner call for a review of the order impugned because the aforesaid had been a revision petition filed by the present respondent against the order dated 28.11.2013 and when he has not stated any grievance in that regard, the present review petitioners are not entitled to seek a rehearing of the said revision petition. As regards the other revision petition [CR (P) No.56 of 2013], learned counsel has strenuously contented that the attempt on the part of the review petitioners to seek a rehearing cannot be countenanced as the Court has passed a just and proper order after taking note of all the facts and surrounding factors, including the subsequent events. The learned counsel has particularly referred to the decision of the Hon'ble Supreme Court in the case of Kamlesh Verma v. Mayawati and others: (2013) 8 SCC 320 to submit that the scope of review jurisdiction remains limited and unless it be a case of glaring omission or patent mistake, a review petition cannot be maintained as if an appeal against the order passed by the Court. The learned counsel has also referred to the decisions of the Hon'ble Supreme Court in Lily Thomas and others v. Union of India and others: (2000) 6 SCC 224 and M/s Northern India Caterers (India) Ltd. v. Lt. Governor of Delhi: (1980) 2 SCC 167 . 26. Learned counsel for the respondent has also laid stress on his submissions that the basic objection of the present respondent against the proceedings taken up by the review petitioners is about jurisdiction of the Civil Court to deal with the matter, particularly in view of the specific bar created by Section 10 GB of the Companies Act, 1956; and in the given set of circumstances, when the learned Trial Court has not examined his objection as regards the question of jurisdiction and such an objection is yet to be determined, the Court was justified in issuing necessary directions for statutory compliance, lest the company and its constituents stand at conflict with law and incur the liabilities for default, including that of prosecution. 27. Having given thoughtful consideration to the rival submissions and having perused the material placed on record, this Court finds multiple reasons and variety of factors wherefor, the order dated 07.01.2016 is required to be reviewed; and the two revision petitions CR (P) No.56 of 2013 and CR (P) No. 59 of 2013 are required to be posted for consideration afresh. Scope and limitations of review jurisdiction 28. There is no, and there cannot be any, quarrel with the propositions put forward by the learned counsel for the respondent on the limitations and confines of review jurisdiction. Scope and limitations of review jurisdiction 28. There is no, and there cannot be any, quarrel with the propositions put forward by the learned counsel for the respondent on the limitations and confines of review jurisdiction. In the case of M/s Northern India Caterers (India) Ltd. (supra), the Hon'ble Supreme Court has explained the principles thus: "8...... In a civil proceeding, an application for review is entertained only on a ground mentioned in Order 47, Rule 1 of the Code of Civil Procedure, and in a criminal proceeding on the ground of an error apparent on the face of the record (Order 40, Rule 1 , Supreme Court Rules, 1966). But whatever the nature of the proceeding, it is beyond dispute that a review proceeding cannot be equated with the original hearing of the case, and the finality of the judgment delivered by the Court will not be reconsidered except "where a glaring omission or patent mistake or like grave error has crept in earlier by judicial fallibility": Sow Chandra Kante v. Sheikh Habib." 29. Further, in the case of Lily Thomas (supra), the Hon'ble Supreme Court has held,- "56. It follows, therefore, that the power of review can be exercised for correction of a mistake but not to substitute a view. Such powers can be exercised within the limits of the statute dealing with the exercise of power. The review cannot be treated like an appeal in disguise. The mere possibility of two views on the subject is not a ground for review. Once a review petition is dismissed no further petition of review can be entertained. The rule of law of following the practice of the binding nature of the larger Benches and not taking different views by the Benches of coordinated jurisdiction of equal strength has to be followed and practised. However, this Court in exercise of its powers under Article 136 or Article 32 of the Constitution and upon satisfaction that the earlier judgments have resulted in deprivation of fundamental rights of a citizen or rights created under any other statute, can take a different view notwithstanding the earlier judgment." 30. In the case of Kamlesh Verma (supra), the Hon'ble Supreme Court has further expounded on the principles governing the jurisdiction for review while emphasizing on its limitations in the following:- "12. In the case of Kamlesh Verma (supra), the Hon'ble Supreme Court has further expounded on the principles governing the jurisdiction for review while emphasizing on its limitations in the following:- "12. This Court has repeatedly held in various judgments that the jurisdiction and scope of review is not that of an appeal and it can be entertained only if there is an error apparent on the face of the record. A mere repetition through different counsel, of old and overruled arguments, a second trip over ineffectually covered grounds or minor mistakes of inconsequential import are obviously insufficient. This Court in Sow Chandra Kante v. Sk. Habib held as under: (SCC p.675, para 1) "1. Mr. Daphtary, learned counsel for the petitioners, has argued at length all the points which were urged at the earlier stage when we refused special leave thus making out that a review proceeding virtually amounts to a rehearing. May be, we were not right in refusing special leave in the first round; but, once an order has been passed by this Court, a review thereof must be subject to the rules of the game and cannot be lightly entertained. A review of a judgment is a serious step and reluctant resort to it is proper only where a glaring omission or patent mistake or like grave error has crept in earlier by judicial fallibility. A mere repetition, through different counsel, of old and overruled arguments, a second trip over ineffectually covered ground or minor mistakes of inconsequential import are obviously insufficient. The very strict need for compliance with these factors is the rationale behind the insistence of counsel's certificate which should not be a routine affair or a habitual step. It is neither fairness to the court which decided nor awareness of the precious public time lost what with a huge backlog of dockets waiting in the queue for disposal, for counsel to issue easy certificates for entertainment of review and fight over again the same battle which has been fought and lost. The Bench and the Bar, we are sure, are jointly concerned in the conservation of judicial time for maximum use. We regret to say that this case is typical of the unfortunate but frequent phenomenon of repeat performance with the review label as passport. The Bench and the Bar, we are sure, are jointly concerned in the conservation of judicial time for maximum use. We regret to say that this case is typical of the unfortunate but frequent phenomenon of repeat performance with the review label as passport. Nothing which we did not hear then has been heard now, except a couple of rulings on points earlier put forward. May be, as counsel now urges and then pressed, our order refusing special leave was capable of a different course. The present stage is not a virgin ground but review of an earlier order which has the normal feature of finality." (emphasis in original) 14. Review of the earlier order cannot be done unless the court is satisfied that material error, manifest on the face of the order, undermines its soundness or results in miscarriage of justice. This Court in Col. Avtar Singh Sekhon v. Union of India held as under: (SCC p. 566, para 12) "12. A review is not a routine procedure. Here we resolved to hear Shri Kapil at length to remove any felling that the party has been hurt without being heard. But we cannot review our earlier order unless satisfied that material error, manifest on the face of the order, undermines its soundness or results in miscarriage of justice. In Sow Chandra Kante v. Sk. Habib this Court observed: (SCC p.675, para1) "1. ...A review of a judgment is a serious step and reluctant resort to it is proper only where a glaring omission or patent mistake or like grave error has crept in earlier by judicial fallibility. ....The present stage is not a virgin ground but review of an earlier order which has the normal feature of finality." 15. An error which is not self-evident and has to be detected by a process of reasoning can hardly be said to be an error apparent on the face of the record justifying the Court to exercise its power of review. A review is by no means an appeal in disguise whereby an erroneous decision is reheard and corrected, but lies only for patent error. This Court in Parsion Devi v. Sumitri Devi held as under: (SCC pp. 718-19, paras 7-9) "7. It is well settled that review proceedings have to be strictly confined to the ambit and scope of Order 47, Rule 1 CPC. In Thungabhadra Industries Ltd. v. Govt. This Court in Parsion Devi v. Sumitri Devi held as under: (SCC pp. 718-19, paras 7-9) "7. It is well settled that review proceedings have to be strictly confined to the ambit and scope of Order 47, Rule 1 CPC. In Thungabhadra Industries Ltd. v. Govt. of A.P. this Court opined: (AIR p. 1377, para 11) '11. What, however, we are not concerned with is whether the statement in the order of September 1959 that the case did not involve any substantial question of law is an "error apparent on the face of the record". The fact that on the earlier occasion the court held on an identical state of facts that a substantial question of law arose would not per se be conclusive, for the earlier order itself might be erroneous. Similarly, even if the statement was wrong, it would not follow that it was an "error apparent on the face of the record", for there is a distinction which is real, though it might not always be capable of exposition, between a mere erroneous decision and a decision which could be characterised as vitiated by "error apparent". A review is by no means an appeal in disguise whereby an erroneous decision is reheard and corrected, but lies only for patent error.' 8. Again, in Meera Bhanja v. Nirmala Kumari Choudhury while quoting with approval a passage from Aribam Tuleshwar Sharma v. Aribam Pishak Sharma this Court once again held that review proceedings are not by way of an appeal and have to be strictly confined to the scope and ambit of Order 47, Rule 1 CPC. 9. Under Order 47, Rule 1 CPC a judgment may be open to review inter alia if there is a mistake or an error apparent on the face of the record. An error which is not self-evident and has to be detected by a process of reasoning, can hardly be said to be an error apparent on the face of the record justifying the court to exercise its power of review under Order 47, Rule 1 CPC. In exercise of the jurisdiction under Order 47, Rule 1 CPC it is not permissible for an erroneous decision to be 'reheard and corrected'. A review petition, it must be remembered has a limited purpose and cannot be allowed to be "an appeal in disguise?." 16. In exercise of the jurisdiction under Order 47, Rule 1 CPC it is not permissible for an erroneous decision to be 'reheard and corrected'. A review petition, it must be remembered has a limited purpose and cannot be allowed to be "an appeal in disguise?." 16. Error contemplated under the Rule must be such which is apparent on the face of the record and not an error which has to be fished out and searched. It must be an error of inadvertence. The power of review can be exercised for correction of a mistake but not to substitute a view. The mere possibility of two views on the subject is not a ground for review. ...." Review being inevitable for multiple errors 31. While proceeding only within the confines and limitations aforesaid, this Court finds that the errors in the order dated 07.01.2016 are so apparent and so glaring that nothing of any elaborate dilatation is required to indicate the same. 32. The first and obvious reason to review and recall the order dated 07.01.2016 is that therein, a decided matter [CR (P) No.20 of 2014] has been taken up for decision over again. Despite the said revision petition being not available for consideration, not only the same is mentioned in the cause title of the order, its subject-matter has been referred in body of the order and in fact, in the conclusion, the order that was questioned in the said revision petition i.e., the order dated 30.07.2014, as passed by the Additional District Judge, Shillong in Misc. Case No.11 (H) of 2014 relating to FAO No.4 (H) of 2014, has been purportedly set aside. This conclusion has, unfortunately, brought about a result which is converse to the result already existing on record because the said revision petition had, in fact, been dismissed earlier. The said revision petition was never revived by any order of the Court nor any party desired its revival. No argument or discussion is required to find that the said revision petition, that had already been dismissed and had never revived, could not have been allowed at a later stage by this Court. The order dated 07.01.2016, therefore, carries a glaring but fundamental error which is apparent on the face of record. No argument or discussion is required to find that the said revision petition, that had already been dismissed and had never revived, could not have been allowed at a later stage by this Court. The order dated 07.01.2016, therefore, carries a glaring but fundamental error which is apparent on the face of record. Had the aforesaid error been only a matter of form, may be a process of segregating it from the other aspects could have been employed. However, such a segregation does not appear feasible looking to the frame, contents and effect of the order impugned. 33. Learned counsel for the respondent, in his industrious efforts to persuade this Court to ignore this self-evident error has argued that the Court has taken a holistic view of the matter while passing the order dated 07.01.2016. This argument is rather a self-defeating one because the so called holistic view of the matter took its shape with a fundamentally erroneous assumption as if the said decided petition was pending for consideration. When the holistic view of the matter has ultimately brought about a result of stark contradictions and incompatibility, inasmuch as a decided matter has been decided over again with a contrary result than the earlier result, this Court has no option but to conclude that the order dated 07.01.2016 is vitiated as a whole. 34. The second compelling reason to recall the order dated 07.01.2016 also stems out of the very submissions made by the learned counsel for the respondent. Learned counsel laid stress on the submission that the basic objection of the respondent has been about the very jurisdiction of the Civil Court to deal with the matter. However, when queried if such an argument is at all noticed in the order dated 07.01.2016, learned counsel could only submit that he had advanced the argument but the Court might not have found the same worthful for disposal of the revision petitions. These are, again, nothing but self-defeating submissions. In the order dated 07.01.2016, all the considerations and observations are predominantly directed towards the multiple efforts forcing the settlement between the parties and the Court, even while concluding, reiterated that the parties ought to settle. Obviously, because of over-emphasis on the requirements of settlement, the arguments of the parties relating to the merits of the issues involved in the revision petitions have not acquired requisite attention of the Court. Obviously, because of over-emphasis on the requirements of settlement, the arguments of the parties relating to the merits of the issues involved in the revision petitions have not acquired requisite attention of the Court. This error of approach is further clear from the disputable fact that nothing specific has been stated in the concluding directions in the impugned order as regards CR (P) No.59 of 2013. Merely because the present respondent, who had filed the said revision petition (No.59 of 2013), has not prayed for review does not take away the substance of the matter that the real issues involved in the revision petitions have not been determined while issuing other directions. 35. The third one is a set of compelling reasons, disclosing fundamental flaws in the entire proceedings. It is noticed that while considering the said revision petitions, a learned Single Judge took the view that there ought to be efforts for settlement and purportedly appointed two persons as mediators but, the persons appointed as mediators were given the tasks to suggest some 'decision' and then, the suggestions of the mediators were put in the domain of the parties inviting their objections. This was, with respect, not the process of mediation at all. Moreover, in the order dated 07.01.2016, the Court referred to the aforesaid persons as 'mediators/conciliators'. Even this nature reference by way of alternatives does not appear standing in conformity with law. 36. In fact, conciliation and mediation are fundamentally different ADR process, as explained by the Hon'ble Supreme Court in the cases of Afcons Infrastructure Limited and another v. Cherian Varkey Construction Company Private Limited and others: (2010) 8 SCC 24 and Salem Advocate Bar Association (II) v. Union of India: (2005) 6 SCC 344 . 36. In fact, conciliation and mediation are fundamentally different ADR process, as explained by the Hon'ble Supreme Court in the cases of Afcons Infrastructure Limited and another v. Cherian Varkey Construction Company Private Limited and others: (2010) 8 SCC 24 and Salem Advocate Bar Association (II) v. Union of India: (2005) 6 SCC 344 . Suffice would be to notice for the present purpose the distinctive definitions occurring in the draft ADR and Mediation Rules, as adopted by the Hon'ble Supreme Court in Salem Advocate Bar Association (II) (supra), as follows:- Settlement by 'conciliation' means the process by which a conciliator who is appointed by parties or by the Court, as the case may be, conciliates the disputes between the parties to the suit by the application of the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996) in so far as they relate to conciliation, and in particular, in exercise of his powers under Sections 67 and 73 of that Act, by making proposals for a settlement of the dispute and by formulating or reformulating the terms of a possible settlement; and has a greater role than a mediator. Settlement by 'mediation' means the process by which a mediator appointed by parties or by the Court, as the case may be, mediates the dispute between the parties to the suit by the application of the provisions of the Mediation Rules, 2003 in Part II, and in particular, by facilitating discussion between parties directly or by communicating with each other through the mediator, by assisting parties in identifying issues, reducing misunderstandings, clarifying priorities, exploring areas of compromise, generating options in an attempt to solve the dispute and emphasizing that it is the parties own responsibility for making decisions which affect them. 37. Mediation, as an alternative dispute resolution mechanism is understood to be a multi-stage structured process, where a neutral third party, while using the communication techniques, is expected to facilitate dialogue between the disputing parties; to assist them in identifying and articulating their interests; and to help them arrive at a conclusive and mutually acceptable agreement. In somewhat of contrast to mediation, a conciliator plays a relatively direct role in resolution of disputes and he is considered to be the authority responsible to figure out the workable solution for the parties. In somewhat of contrast to mediation, a conciliator plays a relatively direct role in resolution of disputes and he is considered to be the authority responsible to figure out the workable solution for the parties. In one of the fundamental differences, the parties possess the power to control the process of mediation and the parties themselves develop the terms of settlement whereas in conciliation, the conciliator develops and proposes the terms of settlement. 38. In fact, it had remained a matter of basic uncertainty as to whether the process as adopted in the present matter had been of mediation or conciliation; and hence, while passing the order dated 07.01.2016, the Court chose to refer to the persons concerned as 'mediators/conciliators'. If it were a matter of mediation, the mediators could not have made the so called suggestion to the Court and if it were a matter of conciliation, the entire process had to be undertaken differently. 39. The aforesaid aspect about uncertainty of process is per force required to be indicated for the reason that while passing the order dated 07.01.2016, the Court has underscored the principles that the subsequent events could be taken note of while moulding the relief. Such subsequent events had predominantly been of the efforts at forcing the settlement. However, as noticed, the efforts themselves were not precisely directed towards any particular process and then, such efforts had only confounded the disputes and rather triggered more disputes. In any case, even if certain events had taken place because of such efforts at settlement, such events, by themselves, had not displaced the principal questions involved in the revision petitions. 40. In an overall view of the matter, this Court finds it difficult to ignore the submissions made in these petitions that the Court delivered the decision much beyond and away from the subject-matter of the revision petitions while the real issues involved in the revision petitions escaped determination. 41. There is another strong reason wherefor this Court finds it difficult to decline these review petitions. It is noticed from the above quoted paragraph 24 of the order impugned that therein, even a finding has been recorded that the terms of Memorandum of Family Settlement dated 22.11.2012 were 'contradictory and were violative of Articles of Association of the Company'. 41. There is another strong reason wherefor this Court finds it difficult to decline these review petitions. It is noticed from the above quoted paragraph 24 of the order impugned that therein, even a finding has been recorded that the terms of Memorandum of Family Settlement dated 22.11.2012 were 'contradictory and were violative of Articles of Association of the Company'. Such a finding practically nullifies the Family Settlement altogether although the questions relating to its validity, value and worth would be the subject-matter of determination in the suit or any other appropriate proceedings as may be taken up by the parties. In any case, such a finding was not to be recorded in the revision petitions related with interlocutory matters. 42. True it is that a review petition cannot be granted if the alleged errors in the order sought to be reviewed are required to be found by an elaborate process of reasoning, as settled by the Hon'ble Supreme Court in the above referred decisions. However, as noticed, in the present petitions, the errors are so apparent, so evident and so glaring that this Court has no option but to recall the impugned order dated 07.01.2016. 43. Accordingly and in view of the above, these review petitions are allowed and the order dated 07.01.2016 is recalled with the following directions and observations:- (A) (i) For the reason that CR (P) No.20 of 2014 had already been decided, no further order is requisite thereupon but then, it is made clear that FAO No.4 (H) of 2014 and Misc. Case therein bearing No.11 (H) of 2014 in the Court of Additional District Judge, Shillong, shall be open for consideration by the learned Appellate Court presently dealing with the matter. (ii) The records pertaining to Civil Suit No.10 (H) of 2014 and related Misc. Case No.11 (H) of 2013 of the Court of Munsiff, Shillong and that of the aforesaid FAO No.4 (H) of 2014 and related Misc. Case No.11 (H) of 2014 of the Court of Additional District Judge, Shillong shall be returned to the concerned Court/s for proceeding in accordance with law. (B) (i) CR (P) No.56 of 2013 and CR (P) No.59 of 2013 shall stand restored for reconsideration by this Court on their merits and shall be listed for hearing on 30.01.2017. Case No.11 (H) of 2014 of the Court of Additional District Judge, Shillong shall be returned to the concerned Court/s for proceeding in accordance with law. (B) (i) CR (P) No.56 of 2013 and CR (P) No.59 of 2013 shall stand restored for reconsideration by this Court on their merits and shall be listed for hearing on 30.01.2017. (ii) The office shall retain for the purpose of these revision petitions only the records pertaining to Civil Suit No.2 (H) of 2013 of the Court of Munsiff, Shillong and related Misc. Cases bearing No.5 (H) of 2013, 21 (H) of 2013 and 22 (H) of 2013 as also the related records of the Court of Additional District Judge, Shillong. (C) The parties through their respective counsel shall stand at notice to appear before the Court in the said revision petitions on 30.01.2017. (D) There shall be no order as to costs relating to these review petitions.