ORDER : Arun Bhansali, J. 1. This writ petition has been filed by the petitioners aggrieved against the order dated 27/2/2019 passed by the Commercial Court, Udaipur, whereby, the application filed by the petitioners under Section 151 CPC for disposal/dismissal of the suit in terms of the compromise between the parties has been dismissed. 2. A suit was filed by the respondent company for recovery of a sum of Rs.2,01,78,630/- against the petitioners - company and its directors. The reliefs claimed in the plaint reads as under: ^^¼d½ oknh ds i{k esa rFkk Áfroknhx.k ds fo:} vf/kd eky dke esa ysus ,oa tkWc odZ ds ckn cpk gqvk eky vkSj mldh jde 53]20]602-68 ¼rjsiu yk[k ckl gtkj N% lkS nks :i;k vM+lB iSlk½ :i;s ,oa e'khu dh jde :i;k 1]78]500@& ¼,d yk[k bB~;ksrj gtkj ikap lkS½ ,oa ml ij p<+s C;kt dh jde 19]79]684@ ¼mUuhl yk[k mU;klh gtkj N% lkS pkSjklh½ :i;k bl rjg ls dqy jde 74]78]804@& ¼poksRrj yk[k bB~;ksrj gtkj vkB lkS pkj½ :i;s dh fMØh la;qDr :i ls ,oa i`Fkd&i`Fkd :i ls Ánku djkbZ tkosA ¼[k½ oknh ds i{k esa rFkk Áfroknhx.k ds fo:} Áfroknhx.k us oknh dh jde 80]00]000@& ¼vLlh yk[k½ :i;k cSad [kkrs ls ÁkIr dj yh rFkk VhŒMhŒ,lŒ dh jde 1]97]447@& ¼,d yk[k lrkuos gtkj pkj lkS lSarkyhl½ :i;k vkSj ml jde ij fnukad 31-12-2012 ¼bDrhl fnlEcj nks gtkj ckjg½ rd p<+s C;kt dh jde 45]02]378@& ¼iSarkyhl yk[k nks gtkj rhu lkS bB~;ksrj½ :i;k dqy 1]26]99]825@& ¼,d djksM+ NCchl yk[k fuU;kuos gtkj vkB lkS iPphl½ :i;k dh fMØh oknh ds i{k esa rFkk Áfroknhx.k ds fo:} Ánku djkbZ tkosA ¼x½ oknh Áfroknhx.k ls nkSjkus nkok dqfy;k jde 2]01]78]630@& ¼nks djksM+ ,d yk[k bB~;ksrj gtkj N% lkS rhl½ :i;s ij 18 ¼vBkjg½ Áfr'kr] okf"kZd nj ls C;kt dh fMØh oknh ds i{k esa rFkk Áfroknhx.k ds fo:} Ánku djkbZ tkosA ¼?k½ [kpkZ eqdnek oknh dks Áfroknhx.k ls fnyk;k tkosA ¼p½ vU; dksbZ Áfrdkj ftls U;k;ky; oknh i{k esa mfpr le>s fnykbZ tkosaA** 3. Prior to filing of the suit, it appears that in relation to the plaintiff - Mithila Drugs Pvt. Ltd., two of the petitioners, Satish Prabhakar Nachane and Mehul Nachane, along with two other petitioners had approached the Company Law Board ('CLB') with a petition under Section 397 & 398 of the Companies Act alleging oppression and mismanagement qua the affairs of Mithila Drugs Pvt. Ltd. 4. During the pendency of the suit, an application was filed by the petitioners-defendants under Section 151 CPC (Annex. 7) on 6/7/2016 with the submission that on 26/10/2015 both the parties have entered into a compromise, as a consequence of which the dispute pending before the CLB has been withdrawn and the present suit is to be withdrawn by the plaintiff as nothing remains outstanding, however, the plaintiff has so far not withdrawn the suit and, therefore, there is no justification for continuing with the suit. It was prayed that based on the compromise, the suit be decided. Along with the application, the compromise presented before the CLB and the order passed by the CLB were annexed. 5. The application was resisted by the plaintiff-respondent inter alia indicating that besides the written agreement, certain aspects were orally decided, which were to be fulfilled by the defendants, which has not been done. The plaintiff has fulfilled its obligations of payment of Rs.1,60,00,000/-, however, the documents which were to be handed over have not been handed over. 6. Further submissions were made with regard to the averments contained in para 11 of the suit in relation to a machine and it was indicated that the said aspect was orally agreed and undertaking was given, which has also not been fulfilled. It was submitted that till such time the documents & the machine are not handed over to the plaintiff, the compromise cannot be produced and it was prayed that the application be rejected. 7. The petitioner filed replication (Annex. 9) to the reply refuting the objections raised in the reply. It was indicated that beyond the written compromise dated 26/10/2016 there was no oral agreement. Qua the documents, it was indicated that the applicant group was not aware of the documents and in the agreement it was indicated that the same was subject to fact. Based on the compromise, a cheque of Rs.5 lakh as security was given, based on which the plaintiff gave a 'No-Dues certificate' on 5/11/2015. The documents were not found despite search and, therefore, the applicant was unable to deliver the same. It was indicated that in the suit there is no dispute about the documents and if the plaintiff has any objection, it can bring a separate suit, the present suit cannot be continued. It was prayed that the suit be decided based on the compromise. 8. It was indicated that in the suit there is no dispute about the documents and if the plaintiff has any objection, it can bring a separate suit, the present suit cannot be continued. It was prayed that the suit be decided based on the compromise. 8. The Commercial Court after hearing the parties, by its order dated 27/2/2019 came to the conclusion that till such time both the parties accept the compromise, the court is legally not competent to act on the said compromise, because the same has no direct impact on the present suit. Once one of the parties has denied the compromise, in a compromise which was entered into outside the court, disposal of the suit based on such compromise would not be justified and consequently rejected the application. 9. It is submitted by learned counsel for the petitioners with reference to the compromise entered into between the parties (Annex. 4) and the 'No Dues certificate' dated 5/11/2015 (Annex. 5) signed by a Director of Mithila Drugs to the petitioner company and the application made before the CLB for withdrawal of the company petition in view of the compromise, that it is clear from the above three documents and the order of withdrawal of company petition passed by the CLB dated 18/2/2016 that the parties have settled the disputes among them. It was submitted with reference to the compromise that it was agreed that the suit No. 65/2013 pending in District Court, Udaipur filed by Mithila Drugs Pvt. Ltd. Versus Danopharm Chemical Pvt. Ltd. will be withdrawn along with the company petition and once the company petition has been withdrawn and no claim or demand certificate (Annex. 5) has been issued, the suit filed by the plaintiff for a particular relief i.e. a specified sum cannot be continued and, therefore, the order rejecting the petitioners' application by the Commercial Court deserves to be quashed. 10. Submissions were also made that insofar as the relief claimed in the suit is concerned, the same stands satisfied and the dispute sought to be raised pertaining to return of documents is not the subject matter of the suit and, therefore, even if the suit continues, the relief in this regard cannot be granted and, therefore, the order impugned deserves to be quashed and set aside and the suit filed by the respondent-plaintiff be rejected. 11. 11. Learned counsel for the respondent vehemently opposed the submissions. It was submitted that the terms of settlement (Annex. 4) are explicit, whereby, it was specifically agreed that all the documents relating to the company will be handed over to Jha group by Nachane group and they would cooperate each other for settlement of all the matters. Admittedly, the documents have not been handed over and a specious plea has been taken in the rejoinder before the Commercial Court that despite search, the documents were not found. 12. Further submissions were made that the petitioner company & most of its Directors - defendants were not party to the settlement. With reference to the provisions of Section 17 of the Contract Act, 1872 it was submitted that the settlement has been procured based on fraud as the petitioners made a promise without any intention of performing it, therefore, as the compromise is not lawful, the same cannot form basis for disposal of the suit. Submissions were made that even as per the provisions of Order XXIII Rule 3 CPC and explanation thereof, the suit cannot be disposed of in terms of a prayer made by the petitioners and, therefore, the Commercial Court was justified in rejecting the application. 13. It was also submitted that the petitioners have already filed an application under Order VI Rule 17 CPC seeking amendment in the written statement so as to take additional plea in relation to above compromise and once the said application has been filed, there is no reason now to seek dismissal of the suit based on the application filed under Section 151 CPC. 14. Qua the proceedings before the CLB it was submitted that the same were confined to affairs of the company as proceedings were under Section 397 & 398 of the Companies Act, which cannot have any implication on the present suit. 15. Reliance was placed on the judgment in Iqbal Krishan vs. Krishan (1997) 68 DLT 318 . 16. It was prayed that the petition deserves dismissal. 17. Learned counsel for the petitioners in rejoinder made submissions that the application filed before CLB seeking disposal of the petition in view of the settlement dated 26/10/2016 (Annex. 6) clearly refer to the proceedings pending before the other court against each other as well as Danopharm Chemicals Pvt. Ltd. and, therefore, the submissions made in this regard have no substance. 18. 6) clearly refer to the proceedings pending before the other court against each other as well as Danopharm Chemicals Pvt. Ltd. and, therefore, the submissions made in this regard have no substance. 18. I have considered the submissions made by learned counsel for the parties and have perused the material available on record. 19. The facts are not in dispute, wherein, it appears that initially two of the Directors of petitioner No. 1 company along with two other petitioners approached the CLB by way of company petition under Section 397/398 in relation to affairs of Mithila Drugs Pvt. Ltd., whereafter, the present suit was filed by the plaintiff against the petitioner company and its Directors for recovery of a sum of Rs.2,01,78,630/- on the allegations made in the plaint. During the pendency of the proceedings before the CLB, a compromise dated 26/10/2015 came to be arrived at between the parties, which were addressed as 'Jha group' and 'Nachane group'. The compromise/settlement reads as under: "Compromise/settlement entered into and executed between the Jha Group and Nachane Group on 26.10.2015 1. Total share purchases consideration amount of Nachane Group stake will be calculated as under: Sr. No. Particular Amount (in Lacs) (a) Cash consideration on sale of sharing excluding amount in mention in para (b). 160.0 (b) Value raw materials which is already retaining by Nachane Group and that will be pay by the Jha Group to the company XXX 2. Share purchase consideration will be paid by Jha Group to Nachane Group by way of Demand Draft and imported raw material already sold by Nachane Group will deemed as sale by the company to Nachane Group and such sale consideration will be paid by Jha Group to the company on behalf of Nachane Group, to setoff the share consideration amount and amount of sale tax on above mention sale bill will be contributed by both the parties equally. 3. After that shareholding of Nachane Group will transfer their shareholding to Jha Group and also Nachane Group directors will resign from directorship of the company, simultaneously. 4. Accounts of M/s. Synergy United Pharma Chem Private Limited, Duno Pharm Private Limited and Company will be settling on nil. 5. All documents relating to company will be handover to Jha Group by Nachane Group and cooperate each other for settle all the matters. 6. 4. Accounts of M/s. Synergy United Pharma Chem Private Limited, Duno Pharm Private Limited and Company will be settling on nil. 5. All documents relating to company will be handover to Jha Group by Nachane Group and cooperate each other for settle all the matters. 6. All the legal cases pending in the Company Law Board, Delhi bearing company petition No. 55/ND/2011 filed by Satish P Nachane and others vs. Mithila Drugs Private Limited and others and Suit No. 65/2013 pending in Honourable District Court, Udaipur (Raj.) filed by MDPL vs. Dano Pharm Private Limited and others on the next date of hearing after the date of receipt of the agreed payment by Nachane Group, will be withdrawn by both the groups. 7. Above mention transaction will be done within 18 days from this date i.e. 26/10/2015. For Jha Group sd/- (Sanjay Jha) For Nachane Group Sd/- (Mehul S. Nachane) " (emphasis supplied) 20. A perusal of the above settlement would indicate that in clause 4, a specific agreement was arrived at that 'accounts of Synergy United Pharma Chem Private Limited, Duno Pharm Private Limited and company will be settling on nil', and again in clause 6 specific reference was made to the present suit No. 65/2013 filed by Mithila Drugs Pvt. Ltd. vs. Duno Pharm Private Limited that it will be withdrawn after the date of receipt of agreed payment. 21. Pursuant thereto, it appears that the parties acted on the said settlement, whereby, the plaintiff Mithila Drugs Chemicals Pvt. Ltd. gave a confirmation of ledger account balance on 5/11/2015 (Annex. 5) indicating that the plaintiff does not have outstanding balance due to be received from the company as on 5/11/2015 and that hereinafter there is no claim or demand of any nature whatsoever against each other. The verbatim communication reads as under: "To The Board of Directors, M/s. Danopharm Chemical Private Limited, Unit No. 117, RaviKiran, 1st Floor, near Monginis, Off New Link Road, Andheri (West) Mumbai (Mah.) Subject : Confirmation of ledger account balance. Dear Sir, In respect of the above subject, we have confirmed that our said company does not have any outstanding balance due to be received from your company as on 05th November, 2015. Hereinafter there is no claim or demand of any nature what so ever against each other. Thanking you. Dear Sir, In respect of the above subject, we have confirmed that our said company does not have any outstanding balance due to be received from your company as on 05th November, 2015. Hereinafter there is no claim or demand of any nature what so ever against each other. Thanking you. Date : 05.11.2015 Place : Udaipur For M/s Mithila Drugs Private Limited sd/- (Sanjay Kumar Jha) Director DIN : 01994488" (emphasis supplied) 22. The application before the CLB jointly preferred by the petitioners and Mithila Drugs Pvt. Ltd. also made specific reference to the pending proceedings and 'No Dues' certificate issued in this regard as under: ".....All parties to the petition including all respondents also undertake to withdraw any other litigation/complaint which is pending before any other court/tribunal/authority against each other as well as against Danopharm Chemicals Pvt. Ltd. As mentioned in the Settlement deed dtd 26.10.2015, Mithila Drugs Pvt. Ltd has issued 'No Dues Certificate' to Synergy United Pharmachem Pvt. Ltd as well as Danopharm Chemicals Pvt Ltd attached herewith as Annexure-A/4." (emphasis supplied) 23. The application (Annex. 6) was duly supported by the affidavits of all the parties including Directors of Mithila Drugs (Jha Group). 24. It appears that whereafter the proceedings in the suit lingered on and no application as envisaged seeking withdrawal of the suit was filed, which led to filing of the application under Section 151 CPC (Annex. 7) by the petitioners requiring the court to dismiss the suit based on the settlement already noticed. 25. The application was resisted only on the count that one of the terms of the settlement pertaining to return of documents was not fulfilled, though the settlement between the parties and execution of documents pursuant thereto was not denied. The Commercial Court, as noticed hereinbefore, essentially as both the parties had not accepted the compromise, rejected the application. 26. It would be noticed from the above sequence of events that the suit which was filed by the plaintiff, the relief pertained to certain outstanding amounting to Rs. 2,01,78,630/-. In the settlement/compromise dated 26/10/2015 (Annex. 4), specific agreement has been made that accounts of Danopharm will be settled on Nil, the pending suit would be withdrawn and pursuant thereto on 5/11/2015 a specific communication (Annex. 5) was issued by the plaintiff indicating that no claim or demand of any nature whatsoever was pending against Danopharm. 2,01,78,630/-. In the settlement/compromise dated 26/10/2015 (Annex. 4), specific agreement has been made that accounts of Danopharm will be settled on Nil, the pending suit would be withdrawn and pursuant thereto on 5/11/2015 a specific communication (Annex. 5) was issued by the plaintiff indicating that no claim or demand of any nature whatsoever was pending against Danopharm. In the application before the CLB again an undertaking was given to withdraw the litigation against Donapharm and the 'No Dues' certificate dated 5/11/2015 was also produced indicating that no amount was due from Donapharm. Based on the above joint application by the parties, the company petition was permitted to be withdrawn by the CLB on 18/2/2016. 27. The above facts and categorical averments made in documents before CLB are sufficient to come to a conclusion that insofar as the subject matter of the present suit is concerned, the same stood settled between the parties and nothing remains to be adjudicated by the Commercial Court. 28. Submissions made by the learned counsel for the respondents that as the compromise/settlement was tainted with fraud, the same was unlawful and, therefore, the same was of no consequence, insofar as the present suit was concerned apparently has no basis inasmuch as neither the said plea of fraud and/or any plea of fraud has been raised before the Commercial Court in reply to the application filed by the petitioners, nor any action based on the allegation has been initiated by the respondents except for continuing to prosecute the present suit, wherein also, as noticed, no such plea has been raised and, therefore, the submissions made in this regard cannot be accepted. 29. So far as the adjudication made by the Commercial Court that as the parties have not agreed to the compromise before the court, no order can be passed has apparently no basis. 30. The provisions of Order XXIII Rule 3 CPC reads as under: "3. 29. So far as the adjudication made by the Commercial Court that as the parties have not agreed to the compromise before the court, no order can be passed has apparently no basis. 30. The provisions of Order XXIII Rule 3 CPC reads as under: "3. Compromise of suit.- Where it is proved to the satisfaction of the Court that a suit has been adjusted wholly or in part by any lawful agreement or compromise in writing and signed by the parties, or where the defendant satisfies the plaintiff in respect of the whole or any part of the subject-matter of the suit, the Court shall order such agreement, compromise or satisfaction to be recorded, and shall pass a decree in accordance therewith so far as it relates to the parties to the suit, whether or not the subject-matter of the agreement, compromise or satisfaction is the same as the subject-matter of the suit: Provided that where it is alleged by one party and denied by the other that an adjustment or satisfaction has been arrived at, the Court shall decide the question; but no adjournment shall be granted for the purpose of deciding the question, unless the Court, for reasons to be recorded, thinks fit to grant such adjournment. Explanation.- An agreement or compromise which is void or voidable under the Indian Contract Act, 1872 (9 of 1872), shall not be deemed to be lawful within the meaning of this rule." (emphasis supplied) 31. A bare reading of the proviso would reveal that where one part alleges and other party denies adjustment or satisfaction having been arrived at, the court has to decide the question, which necessarily means that irrespective of denial by the other party, the court can come to a conclusion that the settlement indeed has been arrived at and, therefore, the determination made by the Commercial Court simply by indicating that as both the parties do not agree to the settlement, no order can be passed is contrary to the express provisions of proviso to Order XXIII Rule 3 CPC. 32. 32. The plea raised by the respondent that Donapharm was not a party to the settlement before the CLB loses any significance in view of the fact that provisions of Order XXIII Rule 3 CPC specifically envisage a compromise between the parties to a proceedings beyond the subject matter of the proceedings and, therefore, in view of the settlement before the CLB, it was always open for the parties therein to agree for compromise beyond the subject matter of the proceedings before the CLB including the proceedings against Donapharm, which aspect has been repeatedly incorporated in the settlement and the 'No Dues Certificate' as well as the joint application before the CLB and in any case, plaintiff Mithila Drugs Pvt. Ltd. is party to both the proceedings. 33. Insofar as the filing of application by the petitioners under Order VI Rule 17 CPC for raising an additional plea in the written statement is concerned, the said action of the petitioners by itself cannot take away the right of the petitioners in questioning the validity of the order passed by the Commercial Court. Further, the plea raised is not contrary to the stand taken in the additional plea sought to be raised through application. 34. The vehemence of the respondent insofar as non-fulfillment of a part of compromise/settlement is concerned, in fact qua the said cause, apparently the respondent also has not taken any action so far, inasmuch as the needful as per the settlement was to be done within a period of 18 days i.e. from 26/10/2015 and despite the fact that over four years have passed, insofar as plaintiff is concerned, no action except for resisting the present application has been taken, enforcement of which is not the subject matter of the present suit and, therefore, said aspect, looking to the subject matter of the present suit and the settlement arrived at and acted upon by the parties, would have no consequence. 35. So far as the judgment in the case of Iqbal Krishan (supra) is concerned, the same pertained to a case where the agreement was found to be mere executory contract dependent on certain events to happen which did not happen within the appointed time and, therefore, it was held that adjustment of the suit could not be recorded under Order XXIII Rule 3 CPC. 36. 36. However, as noticed hereinbefore in the present case not only that the compromise/settlement was entered into, the parties have specifically acted on the said settlement by repeatedly referring to the dues of Donapharm in the withdrawal proceedings and pursuant thereto the proceedings before the CLB have already been withdrawn and as such nothing turns on the judgment relied on by the learned counsel for the respondent. 37. In view of the above discussion, the writ petition is allowed. The order dated 27/2/2019 passed by the Commercial Court, Udaipur (Annex. 10) is quashed and set aside. The application filed by the petitioner under Section 151 CPC (Annex. 7) is allowed. The Commercial Court, Udaipur shall record the satisfaction and pass a decree as a consequence of the application having been accepted including the order for refund of court fees to the plaintiff in terms of Section 65-B of the Rajasthan Court Fees and Suits Valuation Act, 1961. 38. The parties shall appear before the Commercial Court, Udaipur on 14/2/2020.