JUDGMENT : Sangeet Lodha, J. This Company Appeal under Section 10F of the Companies Act, 1956 (for short "the Act") is directed against the order dated 4.11.10 passed by the Company Law Board, New Delhi Bench, New Delhi ('CLB'), whereby Company Application (No.46/2010) preferred by the appellant herein for enforcement of the order dated 8.9.09 passed in Company Petition No.1 (ND)/2009, has been dismissed. 2. The relevant facts are that the Appellant filed the Company Petition against the respondents before the CLB under Section 397, 398, 402 & 403 read with Section 408 of the Act inter alia with the prayer for removal of Jaideep Singh Chandela, the respondent no.2 herein, as Director of the Company M/s. Voyager Hotels & Motels Pvt. Ltd. (hereinafter referred to as 'the Respondent Company') as also for reconstitution of Board of the Directors of the Respondent Company alleging that the affairs of the Company are being mismanaged and conducted in a manner oppressive to other member. 3. The petition was mentioned before the CLB on 6.1.09 which was heard for interim relief on 12.1.09. An order directing the respondent to open hotel premises to be jointly managed by both the promoters i.e. Appellant and the Respondent no.2 herein was passed. Thereafter, the efforts were made for amicable settlement of the dispute between the parties. On 12.5.09, the parties agreed that the Appellant herein would exit from the Company on receiving a total consideration of Rs.3.25 crores towards the shares and loan. The Respondent prayed for time for payment by 31.3.10, which was not agreed to by the Appellant herein. On 4.6.09, the Respondent offered payment of 3.25 crores to the Appellant by January 31, 2010 which was not accepted by the Appellant. However, the Respondents were without prejudice directed to pay a sum of Rs. 50 lakhs on 20.5.09 to the Appellant. The Respondent deposited a sum of Rs.50 lakhs in the bank account of the Appellant. The Appellant having not accepted the offered payment of Rs.3.25 crores by the Respondent by January 31, 2010, recording that the compromise efforts have failed, the Appellant was directed to refund the money received by him and to issue a cheque of Rs.50 lakhs to the Respondent. 4. Efforts to settle the dispute continued. The Appellant having not accepted the offered payment of Rs.3.25 crores by the Respondent by January 31, 2010, recording that the compromise efforts have failed, the Appellant was directed to refund the money received by him and to issue a cheque of Rs.50 lakhs to the Respondent. 4. Efforts to settle the dispute continued. With a view to break the deadlock, on 5.6.09 with the agreement of the parties; two Directors namely, Shri Jitendra Rathore and Gajendra Singh Panwar were taken as Directors of the Respondent Company. However, the deadlock continued and therefore, order dated 5.6.09 appointing two Directors was recalled and it was directed that no meeting of the Board of the Respondent Company shall be held till the petition is disposed of. Status quo was ordered on fixed assets of the Respondent Company. 5. Ultimately, on 8.9.09 parties arrived at an agreement and accordingly, following order was passed by the CLB: "The parties have agreed that the petitioner will go out of the company on receipt of Rs.285 lakhs plus the Haveli premises. This amount will be paid in one go. Respondent seeks time to indicate when they could make the payment after consulting their Bankers. To report on 17.9.09 at 4.00 pm. The amount agreed to and giving away the Haveli are binding on the parties." 6. The petition was adjourned to 17.9.09. On 17.9.09, the Respondent no.2 sought adjournment for a day. On 18.9.09, the Respondent no.2 gave a proposal to the Appellant in writing, the terms and conditions whereof read as under: (i) The Company shall pay a sum of Rs.247 lacks to the Petitioner as refund of Share Application Money in the following manner: (a) A sum of Rs.85 Lakh on or before 30.9.09 (b) Transfer of Haveli at book value of Rs.15 lacs on or before 30.9.09. (c) A sum of Rs.147 lacs on or before 15.4.10. (ii) Respondent No. shall purchase 5000 shares held by the Petitioner at face value i.e. for a sum of Rs.50,000. (iii) The Company shall pay a further sum of Rs.52.5 lacs to the Petitioner as a severance package on or before 15.4.10. (iv) The Board of Director of the Company shall be reconstituted and a nominee of Respondent No.2 shall be appointed as an Additional Director with immediate effect and Respondent No.2 shall be entitled to operate the Hotel without any interference from the petitioner. (iv) The Board of Director of the Company shall be reconstituted and a nominee of Respondent No.2 shall be appointed as an Additional Director with immediate effect and Respondent No.2 shall be entitled to operate the Hotel without any interference from the petitioner. (v) Respondent No.2 shall be entitled to mortgage or deal with the properties of the Company including the Hotel for raising further funds. (vi) The Petitioner shall hand-over all passwords, website access, records and all assets of the Company in his possession to Respondent No.2. (vii) The payments to the Petitioner shall be subject to relevant approvals from the Reserve Bank of India and the Petitioner shall be responsible for the same and all assistance and co-operation shall be rendered by the Respondents for the purpose. 7. Thereupon, the CLB passed an order on 18.9.09 as under: "With reference to the compromise terms recorded in the order dated 08.09.2009, the respondents have given a proposal to the petitioner in writing. In case the petitioner is agreeable to the terms proposed therein, he may send a letter to the respondent with a copy to the Bench Officer, after which an appropriate order will be passed." 8. The conditions incorporated in proposal dated 18.9.09 were not acceptable to the Appellant herein and therefore, the Appellant filed an application under Section 634-A for enforcement of the order passed by the CLB on 8.9.09 and inter alia prayed for directions to the Respondent no. 2 to make payment of agreed sum of Rs.285 lacs in one go and transfer Haveli premises to the Appellant. The Appellant claimed interest on the amount due to be paid @ 18% from the date of settlement till date of payment. 9. The said application was opposed by the Respondent no.2, stating that settlement arrived on 8.9.09 was subject to various conditions specified. The Respondent while reiterating its readiness to make payment in one go, submitted that the points mentioned in the proposal forms the main basis of settlement, which the Appellant herein is trying to wriggle out. 10. The CLB after consideration of the rival submissions, arrived at the finding that the Respondent had agreed to pay Rs.2.85 crores in one go, however, when this amount to be paid remained uncertain as the Respondent sought time to indicate after consulting his banker whether he could make the payment in one go. 10. The CLB after consideration of the rival submissions, arrived at the finding that the Respondent had agreed to pay Rs.2.85 crores in one go, however, when this amount to be paid remained uncertain as the Respondent sought time to indicate after consulting his banker whether he could make the payment in one go. The court observed that the very fact that on 18.9.09, the Respondent gave a proposal which was not acceptable to the Appellant herein would go to show that the agreement arrived at between the parties on 8.9.09 had again failed and did not attain finality. The CLB observed that had it been so, the petition would have been disposed of on 8.9.09 itself with the appropriate directions to the Respondent to pay a sum of Rs.2.85 crores to the Appellant herein and transfer the Haveli premises to him within a stipulated time frame. The CLB observed that in a similar fashion, a settlement arrived at between the parties on 12.5.09, had also failed on 4.6.09. The CLB observed that though the Respondent No.2 in response to the application has stated that he would be more than happy to make payment in one go and also to transfer the Haveli premises on immediate basis but for doing so a settlement had to be arrived at between the parties on all points as suggested by the Respondent on 18.9.09. The CLB opined that like the failure of the settlement arrived at between the parties on 12.5.09 on 4.6.09, the settlement arrived at between the parties on 8.9.09 had also failed when the proposal given by the Respondent no. 2 was refused by the Appellant. Accordingly, the application preferred by the Appellant has been rejected. Hence, this appeal. 11. Learned counsel appearing for the Appellant contended that the CLB has wholly misconstrued the order dated 8.9.09. The order passed was quite clear and categorical whereby the CLB directed that amount will be paid in one go and further that the amount agreed to and giving away the Haveli premises are binding upon the parties. Hence, this appeal. 11. Learned counsel appearing for the Appellant contended that the CLB has wholly misconstrued the order dated 8.9.09. The order passed was quite clear and categorical whereby the CLB directed that amount will be paid in one go and further that the amount agreed to and giving away the Haveli premises are binding upon the parties. Learned counsel while drawing the attention of the court to the order dated 8.9.09 submitted that the time was sought by the Respondent to indicate when they could make the payment after consulting their banker and thus, the CLB has seriously erred in recording the finding that the Respondent sought time to indicate, after consulting his bankers 'whether he could make the payment in one go'. Learned counsel would submit that order impugned passed by the CLB by doing violence to the plain language of order dated 8.9.09 is ex facie perverse. Learned counsel submitted that the incorporation of the terms of settlement in order dated 8.9.09 as 'This amount will be paid in one go and further that the amount agreed to and giving away the Haveli are binding on parties' clearly indicates that the Respondent cannot wriggle out from the settlement arrived at and the matter was kept pending so that the Respondents may indicate the time for making payment in terms of the settlement after consulting their bankers. Learned counsel submitted that the CLB while giving liberty to the Appellant herein to respond to the proposal given by the Respondent on 18.9.09 could not have taken away the binding effect of order dated 8.9.09 and thus, the observation made by the CLB in order dated 18.9.09 regarding passing of the 'appropriate orders' on Appellant responding to the proposal, cannot take away the binding effect and executability of order dated 8.9.09. Learned counsel submitted that the CLB unnecessarily overawed by the fact that the attempts at settlement in the matter had failed earlier also, has seriously erred in arriving at the conclusion that order dated 8.9.09 was also an attempt for settlement and was not a binding order. Learned counsel submitted that the CLB unnecessarily overawed by the fact that the attempts at settlement in the matter had failed earlier also, has seriously erred in arriving at the conclusion that order dated 8.9.09 was also an attempt for settlement and was not a binding order. Learned counsel urged that bare look at the provisions of Section 634-A of the Act would reveal that the order passed by the CLB is enforceable in the same manner as if it was decree made by a court in a suit pending therein and therefore, it was not open for the CLB to go into and supply reasons for not enforcing the order dated 8.9.09. Learned counsel submitted that the observations made in the last para of the order impugned by the CLB wherein despite the fact that the Respondent has stated that he was prepared to make payment in one go, the CLB has read it as 'as a one time payment' indicates that it has acted in total perversity and has even misread the pleadings of the parties and thus, the order impugned deserves to be set aside. Learned counsel submitted that the order impugned passed by the CLB fixing the matter for hearing arguments only regarding the terms proposed by the Respondent for a settlement so that appropriate order are passed under Section 402 of the Act indicates that though the order dated 8.9.09 is clear, unequivocal and binding on the party, however, on account of conduct of the Respondent no.2, the CLB was seeking to dilute the order passed by it on 8.9.09 after having come to an incorrect conclusion that the order dated 8.9.09 was not executable. In support of the contentions, learned counsel has relied upon decision of Hon'ble Supreme Court in the matter of 'Manish Mohan Sharma & Ors. vs. Ram Bahadur Thakur Ltd. & Ors, (2006) AIR(SC) 1690' and a decision of the Kerala High Court in the matter of 'Subhash Jain & Ors. vs. Pioneer Shopping Complex P. Ltd. & Ors, (2008) 142 CompCas 533'. 12. vs. Ram Bahadur Thakur Ltd. & Ors, (2006) AIR(SC) 1690' and a decision of the Kerala High Court in the matter of 'Subhash Jain & Ors. vs. Pioneer Shopping Complex P. Ltd. & Ors, (2008) 142 CompCas 533'. 12. On the other hand, learned counsel appearing for the Respondent no.2 contended that the Appellant has deliberately concealed from this court the entire order passed by the CLB and has only reproduced the portion which gives an impression that a conclusive settlement has arrived at between the parties, however, the subsequent para of the order dated 8.9.09 reveal that the CLB has clearly set out that appropriate order would be passed thereafter. Learned counsel urged that order dated 8.9.09 was simply a proposal and not binding on the parties inter se inasmuch as, on the eventualities not being complied with, the order dated 8.9.09 could not attain finality. Learned counsel would submit that as a matter of fact, order dated 8.9.09 is only record of the proceedings and not an order of binding nature which could be enforced by the CLB in terms of provisions of Section 634-A of the Act and thus, the interpretation of the order dated 8.9.09 by the CLB vide order impugned does not suffer from any infirmity or illegality so as to warrant interference by this court in exercise of its appellate jurisdiction. Learned counsel submitted that the terms of the compromise cannot be accepted by the CLB without examining whether such a compromise will be in the interest of the Respondent Company and its shareholders. Learned counsel submitted that the Respondents are ready to abide by the order dated 8.9.09 subject to fulfillment of the conditions proposed as incorporated in para no.9 of the order impugned. 13. I have considered the rival submissions and perused the material on record. 14. Under section 402 of the Act, CLB has wide powers to pass such orders and give such directions as it thinks fit to achieve the object including the power to pass appropriate orders for bringing up amicable settlement of the dispute between the parties. Of course, while approving the compromise or settlement between the parties, the interest of the Company shall always be of paramount consideration. 15. Indisputably, in the instant case, the order dated 8.9.09 was a consent order passed by CLB in terms of the compromise arrived at between the parties. Of course, while approving the compromise or settlement between the parties, the interest of the Company shall always be of paramount consideration. 15. Indisputably, in the instant case, the order dated 8.9.09 was a consent order passed by CLB in terms of the compromise arrived at between the parties. A bare perusal of the order reveals that the parties had agreed that on receipt of Rs.285 lakhs plus Haveli premises, the Appellant herein would go out of the Company. The amount agreed upon was to be paid by the Respondents to the Appellant herein in one go. It was specifically agreed upon between the parties that amount mentioned and giving away of the Haveli premises, are binding on the parties. However, the Respondents sought time to indicate when they could make the payment after consulting their bankers. In this view of the matter, apparently, in terms of the compromise arrived at, it was not open for the Appellant and the Respondents to wriggle out of the terms of settlement regarding the payment of the amount and handing over of the possession of the Haveli premises. As a matter of fact, the matter was adjourned only for the reason that the Respondents had sought time to indicate the time when they will fulfill the terms of the agreement with regard to payment of the amount to be paid by the Respondents to the Appellant as agreed upon. Thus, the finding recorded by the CLB that 'when this amount to be paid again remain uncertain as the respondent sought time to indicate, after consulting his bankers, whether he could make payment in one go', is ex facie perverse. In the considered opinion of this court, while interpreting the order in this manner, the CLB has read something in the order which is not there and thus, violating the clear and categorical order passed, has attempted to dilute the binding effect of the compromise arrived at between the parties. Suffice it to say that in terms of the order, the time granted to the Respondents to indicate the time for payment in terms of the compromise after consultation with the bankers, in no manner make them entitle to indicate that whether they are in position to make the payment in terms of the compromise in one go or not? 16. 16. A bare look at the proposal submitted by the Respondents on 18.9.09 goes to show that the Respondents have proceeded to propose further terms for the settlement of the dispute which are apparently, beyond the ambit and scope of the terms of the order dated 8.9.09 passed by the CLB with the consent of the parties in terms of compromise arrived at between them. The Respondents having projected further condition for giving effect to the compromise arrived at, the refusal thereof cannot nullify the effect of compromise arrived at between the parties, which is binding upon them in terms of the order dated 8.9.09. Thus, the finding arrived at by the CLB that the proposal given by the Respondents being not acceptable to the Appellant herein, go to show that the agreement between the parties on 8.9.09 had again failed and did not attain finality, is contrary to the clear terms as also the spirit of the order dated 8.9.09 which is of binding nature. The observations of the CLB that had the order dated 8.9.09 attained finality, the petition would have been disposed of on 8.9.09 itself with appropriate directions to the Respondents to pay a sum of Rs.2.85 crores to the Appellant herein and transfer the Haveli premises to him within a time frame, are also misconceived inasmuch as, as noticed hereinabove, the terms of the compromise regarding the payment of Rs.2.85 crores in one go and handing over of the Haveli premises, had attained finality with the passing of the order dated 8.9.09 and the matter was kept pending inasmuch as, the Respondents sought time to indicate the time for making the payment after consultation with their bankers. 17. It is noticed that while recording the finding that the compromise arrived at between the parties on 8.9.09 has failed, the CLB has unnecessarily harped on failure of earlier compromise entered into between the parties on 12.5.09. It would be appropriate to consider the effect of the order dated 12.5.09 passed by the CLB, which reads as under: "The parties have agreed that the petitioner will go out the company for a total consideration of Rs.3.25 crores towards his shares and loans. The respondent has given time frame of payment upto 31.3.2010 in installments which is not acceptable to the petitioner. I have advised the respondents to compress the period to the shortest possible minimum period. The respondent has given time frame of payment upto 31.3.2010 in installments which is not acceptable to the petitioner. I have advised the respondents to compress the period to the shortest possible minimum period. They require time to report on 4/6/09 at 4.00 pm. Without prejudice they will pay a sum of Rs. 50 lakhs on 20/5/09 which will be accepted by the petitioner without prejudice. Once the period of payment is agreed to other terms of parting of ways will be decided. Adjourned to 4.00 pm on 4/6/09." 18. A bare perusal of the order dated 12.5.09 reveals that the parties agreed that the Appellant herein shall go out of the company for total consideration of Rs.3.25 crores to be paid by the Respondents. But at the same time, the time frame given by the Respondents was not accepted by the Appellant herein and therefore, as a matter of fact, no agreement of binding nature could be arrived at between the parties and the CLB while advising the Respondents to compress the period to the shortest possible minimum period, adjourned the matter while directing payment of Rs.50 lakhs in the meantime to work out the terms once the period of payment is agreed to. Thus, from the tenor of the order dated 12.5.09, in no manner, it could be inferred that the terms of compromise between the parties were finally settled vide order dated 12.5.09. As a matter of fact, while considering the binding nature of the terms of compromise incorporated in the order dated 8.9.09, there was no occasion for the CLB to refer to the failure of compromise intended between the parties in terms of order dated 12.5.09 and thus, the finding arrived at by the CLB that the compromise between the parties arrived at vide order dated 8.9.09 had not attained finality and the same had failed in the same manner as the earlier compromise entered into between the parties covered by order dated 12.5.09, is ex facie erroneous and perverse. 19. 19. Coming to the reference of the words 'appropriate orders will be passed thereafter' incorporated in order dated 18.9.09, allegedly lending support to the view that after the proposal given by the Respondent no.2 being rejected by the Appellant herein, the terms recorded in the order dated 8.9.09 did not attain finality, to say the least, the view taken by the CLB amounts to doing violence to clear and categorical terms of order dated 8.9.09. Merely because, the Appellant had not accepted the proposal of the Respondents imposing further terms beyond the terms of the order dated 8.9.09, the binding effect of the other terms of the order dated 8.9.09 is not wiped out. Obviously, in terms of the order dated 8.9.09, the Respondents were only required to give a time frame after consultation with their bankers for giving effect to the binding terms of the compromise arrived at between the parties as incorporated in the said order. The order dated 18.9.09 passed by the CLB adjourning the matter for appropriate orders pending consideration of the proposal of the Respondents by the Appellant, in no manner could be construed that in case the proposal is not accepted by the Appellant, the natural consequences would be that compromise in terms of 8.9.09 has failed and the binding effect of the terms incorporated therein shall stand nullified. 20. At this stage, it needs to be clarified that the Respondents have contended the words 'appropriate orders will be passed thereafter' to be the part of the order dated 8.9.09 which is absolutely incorrect. There are no two parts in the order dated 8.9.09 as suggested by the Respondents. The order dated 8.9.09 reads as reproduced in this order hereinabove. Thus, the contention sought to be raised on behalf of the Respondents that the Appellant has concealed the entire order passed by the CLB from this court and the order dated 8.9.09 was only a proposal subject to the eventualities contained therein being complied with, is absolutely baseless and appears to have been raised without going through the contents of the order dated 8.9.09 in its entirety and reading something in the order which is not there. 21. Undoubtedly, Section 634-A confers power on CLB to enforce its orders in the same manner as if it were a decree. 21. Undoubtedly, Section 634-A confers power on CLB to enforce its orders in the same manner as if it were a decree. A compromise or a consent order is also executable by the CLB in exercise of the power conferred under Section 634-A. Thus, the Respondents cannot wriggle out from the compromise arrived at and the terms thereof, which have attained finality and binding on the parties for the reasons aforementioned. 22. In the result, the appeal succeeds, it is hereby allowed. The order impugned dated 4.11.10 passed by the Company Law Board, New Delhi Bench, New Delhi in Company Petition No.1 (ND)/2009 is set aside. The Company Law Board is directed to enforce the order dated 8.9.09 treating the terms thereof regarding the Appellant going out of the Company on payment of Rs.2.85 crores in one go and giving away of the Haveli premises by the Respondents to the Appellant as binding upon the parties. No order as to costs.