1. The petitioners together holding 50% of the paid up capital of M/s Hotel Vellore Royal Private Limited, ("the Company"), have invoked the jurisdiction of the Company Law Board under sections 111, 397, 398 read with sections 402 and 403 of the Companies Act, 1956 ("the Act"), to remedy the grievances on account of mismanagement of the hotel owned by the Company and misappropriation of funds of the Company, at the hands of the third respondent. The Company Petition is being resisted on the strength of an award, whereby the entire shareholding of the petitioners in the Company was to be transferred to the respondents 3 & 4 for a total consideration of Rs. 4.02 crores. According to the respondents, the award has become final, which resulted in filing of an execution petition (E.P. No. 1 of 2008) before the District Court, Vellore for enforcement of the terms of the award against the petitioners. The execution petition is pending and therefore, the respondents have come forward with the present application under Regulation 44 of the Company Law Board Regulation, 1991 read with section 10 of the Code of Civil Procedure, for stay of further proceedings in C.P. No. 13 of 2008 pending disposal of E.P. No. l of 2008, in support of which Shri R. Shankaranarayanan, learned Counsel, submitted :

oThe Company is a family Company. The first petitioner (PVC) and the third respondent (PVS) are the brothers, while the second respondent (PMV) is their father. The second petitioner (PCS) and the fourth respondent (PSV) are the wives of PVC and PVS respectively. PVC and PVS and PSV are directors, while PMV is Managing Director of the Company. The Company commenced construction of a hotel in the year 1998 on the land belonging to the Company, PCS and PVS. The construction was completed in the year 2003, thereafter which the Company commenced the hotel business. Apart from the Company, PVC, PMV and PVS have other family business. There arose disputes between PVC and PVS in carrying on the business of the Company. The brothers after negotiations decided to resolve the disputes by referring the matter to arbitration and accordingly, they chose the arbitrators, as borne out by the request letter dated 24.08.2007 sent by PVC and PVS to the arbitrators. The PVC and PVS reached a settlement on 01.09.2007 in regard to the family business and assets. This was produced before the arbitrators on 01.09.2007. The arbitrators after ascertaining the views of the parties passed an award on 01.09.2007, which dealt with the shares of the Company, free hold and lease hold rights of the Company and the business of Seenu Electronics. The award contemplated the relinquishment of interest by PVC and PCS in the Company and provided for transfer of the land belonging to PCS, in favour of PVS and PSV for a total consideration of Rs. 4,02,50,000/- to be paid to PVC and PCS. The award prohibited PVC and PCS from interfering with the business of the Company. The award dealt with the ownership of two motorcars and relinquishment of interest of the PVS and PSV in Seenu Electronics. PVS and PSV paid, in pursuance of the award, a sum or Rs. 25 lakhs by way of advance and paid Rs. 2.50 lakhs per month, aggregating R : .50 lakhs to PVC and PCS under the award. PVS and PSV have not interfered with the business of Seenu Electronics, in terms of the award. PVC in his letters dated 10.10.2007 and 15.12.2007 requested PVS to waive the rights under the award, thereby restituting the parties. PVC did not however challenge the validity or enforceability of the award, but only sought the sympathy of PVS. The request of PVC was negatived by PVS in terms of his communication dated 17.12.2007. PVS in his communication dated 15.12.2007 conveyed his readiness in favour of PVC, to finalise the hotel transaction thereby abiding by the terms of award on 19.12.2007 and accordingly, PVS and PSV were ready and willing to make the payment, whereas PCS in her communication dated 15.12.2007, inform