1. This Bench by a common order dated 13.08.2008 made in C.P. No. 65 of 2005 filed by M/s C.G. Holdings Private Limited (C.G. Holdings) and K.C. Palanisamy (KCP) and in C.P. No. 76 of 2005 filed by O.R.E. Holdings Limited (ORE), both in the affairs of M/s Cheran Enterprises Private Limited (CEPL), with a view to bringing to an end the acts complained of in the Company Petitions and regulating the conduct of the affairs of CEPL, directed as under:

"CEPL shall return a sum of Rs. 75 crores and Rs.4 crores invested by ORE and Athuppan respectively, together with simple interest at the rate of 8% per annum from the date of investment till the date of repayment within a period of 12 months in one or more instalments, commencing from 01.11.2008. While making the payment CEPL, CG Holdings and KCP shall ensure that at least 25% of the amount due is paid in every quarter. CEPL, CG. Holdings and KCP are at liberty to make use of the fixed deposit held by CEPL with SBI, Erode Main Branch, free of any liens or encumbrances towards refund of the investments of ORE and Athappan. VML shall not alienate or sell any of its immoveable properties till full payment is made to ORE, in terms of this order. In the event of any failure to make the repayment within the specified time, CEPL, CG Holdings, KCP and VML will duly convey the immovable properties of VML, namely, 17.15 acres of land in favour of ORE and 7,80 acres of land in favour of Athappan by executing and registering necessary deeds of conveyance in strict compliance with all applicable laws, as consideration for reduction of capital and surrender of the shares of ORE and Athappan, upon which ORE as well as Athappan will deliver the share certificates and blank transfer forms in respect of their holdings in CEPL and the subsidiaries, if any. in favour of CG Holdings and KCP. CEPL is consequently authorized to reduce its share capital and in the meantime, operation of the impugned agreements is suspended, to expedite and ensure due completion of the modalities of exit by ORE and Athappan, thereby, bringing to an end the acts complained of in the present proceedings. CEPL shall ensure necessary statutory compliances till the whole process, in accordance with the aforesaid directions, is properly completed. The parties are at liberty to apply in the event of any difficulty in implementation of the smooth exist of ORE and Athappan from CEPL ".

2. The aforesaid order having become final, is binding on all the parties before me. In terms of liberty granted to move this Bench, in order to overcome any difficulty in smooth exit of ORE and Nandakumar Athappan from CEPL, the parties have come forward with the present applications, namely, C.A. No. 154 of 2008 (by C.G. Holdings and KCP), C.A. No. 155 of 2008 (by ORE) and C.A. No. 10 of 2009 (by N. Athappan and R. Athappan), which were heard together and are being disposed of by this common order.

3. Shri H. Karthik Sheshadri, learned Counsel, while supporting C.A. No. 154 of 2008 and opposing C.A. No. 155 of 2008 as well as C.A. No. 10 of 2009, submitted:

m By virtue of the CLB order, CEPL should be left with only one group of shareholders, namely C.G. Holdings, while ORE and N. Athappan, will exit from CBPL, on fulfilment of the terms and conditions stipulated therein. The order clearly stipulates that CEPL, CG. Holdings and KCP are at liberty to make use of the fixed deposits, free of any lien or encumbrances towards refund of the investments of ORE and N. Athappan. It is not obligatory to use the proceeds of the fixed deposits towards repayment of the amount in favour of ORE and KCP, as envisaged in the CLB order. Nevertheless, KCP, pursuant to the CLB order, requested State Bank of India, Brode Branch, to remit a sum of Rs. 545.52 lakhs in favour of N. Athappan from and out of the proceeds of the fixed deposits kept in the name of CEPL and the remaining proceeds in favour of ORE, in terms of his communication dated 18.08.2008. SBI by way of re