Case: Ramsarup Industries Limited & Others Vs. Tata Capital Financial Services Limited

G.S. Kulkarni, J.1. These two Appeals arise out of the orders passed by the learned Single Judge both dated 9 June 2016. Appeal (Lodg) No.276 of 2016 arises out of an order on Chamber Summons No.1609 of 2015 taken out by the Appellants wherein the Appellants inter alia prayed that the Respondents be directed to maintain status quo on disposal of the subject mortgaged property, sale of which was undertaken under earlier orders and finally in pursuance of the order dated 17 February 2014 passed by the Division Bench in Appeal No.41 of 2014. Today the stage of sale is that a deed of conveyance remains to be executed. The other appeal being Appeal (Lodg) No.275 of 2016 arises out of an order passed by the learned Single Judge on a Chamber Summons filed by the Respondents, wherein the Respondents had prayed that Appellant Nos.3 to 5 (original Respondents nos.3 to 5) be directed to execute a deed of conveyance jointly in respect of the properties as sold to the Petitioners in pursuance of the order dated 17 February 2014 in Appeal No.41 of 2014. As the issues as raised before the learned Single Judge leading to the passing of the orders as impugned in the respective appeals are common on law and facts, we feel it appropriate to decide these appeals by this common order.2. After hearing the learned Counsel for the parties, we are of the opinion that appeal (lodg) No.276 of 2016 which arises out of the Chamber Summons taken out by the Appellants can decide the fate of the companion Appeal (Lodg) no.275 of 2016 which arises out of the Respondents chamber summons.3. At the outset we may note that as regards the issue in these proceedings, several orders are passed by the Court at different stages. The Respondent had advanced financial facilities to Appellant No.1. One of the directors of Appellant No.1 had furnished a personal guarantee for repayment of the outstanding dues of the Respondent. Appellant Nos.3, 4 and 5 executed corporate guarantees in favour of the Respondent as also had executed a mortgage of their properties in favour of the Respondent. The Respondent had come across a circular issued by Appellant No.1 for its shareholders whereby it was proposed to pass a resolution for approval of sale and transfer of Appellant no.1s Windmill located at Dhule (Maharashtra) with some other assets. The Respondent therefore filed Arbitration Petition No.707 of 2012 under Section 9 of the Arbitration and Conciliation Act,1996 (for short the Arbitration Act) interalia praying for appointment of Court Receiver, injunction and deposit of Rs.25,30,32,482.69 in this Court. By an order dated 19 June 2012 Arbitration Petition No. 707 of 2012 was disposed of on the basis of consent minutes, duly signed by the Advocates for the parties. The dispute between the parties was referred to arbitration. The parties consented for appointment of a private receiver in respect of the properties which were described under Exhibit U to the said petition. There is no dispute that these properties were owned by Appellant Nos.3 to 5. The parties expressly agreed in the consent minutes that the receiver shall sell the properties by public auction or under a private treaty. The Appellants agreed not to create third party rights or part with possession of the mortgaged properties, till such time as they were sold and to render all cooperation and assistance to the private receiver for expeditious sale of the properties. The sale consideration was to be deposited by the private receiver in the Court and was subject to further orders of the Arbitral Tribunal.4. After the above consent order was passed, Appellant No.1 sometime in November, 2012 moved the BIFR by filing a reference which came to be registered on 21 November 2012. Admittedly, the Respondent was not given any notice in that regard. On registration of this reference before the BIFR, the Appellants filed Chamber Summons No.60 of 2013 in the Section 9 arbitration petition (Arbitration Petition No.707 of 2012) contending that as the BIFR reference was pending, the properties belonging to Appellant Nos. 3 to 5 which were furnished as security for repayment of the outstanding dues of Appellant No.1 should not be sold. The Appellants also urged that as the guarantees were given by Appellant Nos.3 to 5, guaranteeing repayment of loan of Appellant No.1 in favour of the Respondent, no steps ought to be taken by the Respondent in respect of the personal properties of the guarantors which were mortgaged.5. The learned Single Judge after hearing the parties and more particularly considering the provisions of Section 22 of the Sick Industrial Companies (Special Provisions) Act,1985 (for short SICA) vis a vis the proceedings under Section 9 of the Arbitration Act by an order dated 13 February 2013 held that since consent terms were arrived between the parties resulting in the order dated 19 June 2012 in the Section 9 Arbitration Petition (Arbitration Petition No.707 of 2012), the amendment to Section 22(1) of the SICA did not bar enforcement of such an order passed by the Court in terms of the consent terms. It was thus held that the implementation of the consent orders which interalia pertained to the mortgaged property of the guarantors, cannot be stayed under Section 22 of the SICA. The learned Single Judge considering various decisions of the Apex Court on the issue in paragraphs 35 and 38 of the order observed as under:35. The consent terms filed by both parties in Application filed under Section 9 under Arbitration Act,1996 indicates that both parties had agreed to refer the dispute to the arbitration and had appointed the sole arbitrator. During the pendency of the arbitration proceedings, by consent of both parties, private receiver was appointed with power of sale of such arbitration proceedings and steps were taken by the private receiver by consent of parties to sell the properties during the pendency of the arbitration proceedings. In my view coercive steps can be stayed and not execution of the consent orders. In my view consent terms filed in Court by parties was an agreement and steps taken under such agreement cannot be stayed. It is clear that there is apparent distinguishment between the expression proceedings and suit used in section 22(1) of SICA. In my view, steps taken to enforce the consent order passed under Section 9 of the Arbitration and the Conciliation Act,1996 would not be barred by Section 22(1) of the SICA.38. Perusal of Section 22 (1) and more particularly 1994 amendment to Section 22(1) of SICA clearly indicates that in so far as sick industrial company is concerned, any proceedings for winding up, execution, distress for the like against any of the properties of the industrial company or for the appointment of Receiver in respect thereof is barred whereas the limited protection is granted in case of guarantors only in respect of suit for recovery of money or for enforcement of any security against the industrial company or of any guarantee in respect of any loan or advances granted to the industrial company.Accordingly, the learned Single Judge repelling the case of the Appellants on the basis of pending BIFR proceedings rejected the Appellants said chamber summons.6. By a further order dated 1 April 2013 the learned Single Judge allowed the sale of the property in question by a private treaty. The Court permitted the parties to offer their respective bids or to submit bids of any other third party for the purpose of effecting auction by private treaty by the Private Receiver/Commissioner.7. The Appellants however filed another Chamber Summons (lodg.no.754 of 2013) seeking stay of the sale of the properties at the hands of a private receiver on the ground that the mortgaged properties were not properly valued. By an order dated 24 July 2013 of the learned Single Judge, this chamber summons was dismissed keeping open all objections as regards valuation to be raised at the time of confirmation of sale.8. The private commissioner could get only one bid from the Petitioner. The Appellants also failed to make any bid. By further order dated 27 November 2013 the learned Single Judge granted an opportunity to the Appellants to bring an offer higher than Rs.4 crores as offered by the Respondent failing which the Respondents offer would stand confirmed. By a further order dated 19 December 2013, the learned Single Judge inter alia considering various objections of the Appellants accepted the offer of Rs.4 crores as made by the Respondent.9. The said order dated 19 December 2013 passed by the learned Single Judge accepting the Respondents offer was challenged by the Appellants in Appeal No.41 of 2014. By a detailed order dated 17 February 2014 the Division Bench disposed of the appeal in the following terms:12. The appeal is therefore, disposed of by the following order:i). The impugned order insofar as it confirms the sale, is upheld subject however, to the appellants obtaining an offer of more than Rs.4.10 crores together with all costs, charges and expenses incurred upto date in connection with the sale of the property on or before 15.04.2014. In the event of such an offer being brought on or before 15.04.2014, liberty to the appellants to apply for modification of this order. The respondents shall also be entitled to increase their bid. If such an offer is not obtained by 15.04.2014, the sale in favour of the respondents shall stand confirmed on 16.04.2014.ii). The impugned order insofar as it permits the amount of Rs.4.00 crores to be appropriated by the respondents is set aside.iii). The parties agree as under:a). In the event of the sale being confirmed in favour of the respondents, the respondents shall furnish a bank guarantee in the sum, in which the sale is confirmed in their favour of a nationalized bank which shall remain valid pending the arbitration proceedings and for a period of eight weeks after the award is made and published.b). In the event of the sale being confirmed in favour of any other party and the sale proceeds being deposited in this Court, the respondents shall be entitled to withdraw the same to the extent of their claim subject to the respondents furnishing a bank guarantee of a nationalized bank which shall remain valid pending the arbitration proceedings and for a period of eight weeks after the award is made and published.c). Any bank guarantee shall also provide for interest at adhoc rate of 12% p.a., which shall be subject to the orders in the arbitration proceedings.iv). Till the sale is confirmed, all parties shall maintain status-quo in all respects in respect of the said properties.There shall be no order as to costs.10. The above order dated 17 February 2014 of the Division Bench in Appeal No.41 of 2014 was challenged by the Appellants before the Apex Court in Special Leave Petition (Civil) No.9997 of 2014 which was dismissed by the Apex Court by an order dated 2 May 2014. The consequence of this dismissal by the Apex Court is that the sale of the said property in favour of the Respondent stood confirmed. The Respondent accordingly furnished a bank guarantee as directed by the Division Bench in its order dated 17 February 2014 and only a ministerial act of executing a conveyance in favour of the Respondent had remained to be undertaken.11. On the above background the Appellants moved Chamber Summons No.1690 of 2015 on which the impugned order has been passed, now seeking stay to the execution of conveyance again on the same premise that the BIFR reference is pending and till the disposal of the BIFR reference, no further steps ought to be taken to execute conveyance and/or give effect to the orders of the Division Bench dated 17 February 2014 (supra) as confirmed by the Apex Court vide order dated 2 May 2014. This plea of the Appellants was on the basis that after the issue on the BIFR reference was decided by the learned Single Judge by an order dated 13 February 2013 rejecting the contention of the Appellants, there are subsequent judicial decisions which would support the Appellants contention that thus further proceedings of sale ought to be stayed. The reliance of the Appellants before the learned Single Judge was on the following two decisions (i) unreported decision in Armada (Singapore) Pte.Ltd. Vs. Ashapura Mine Chem Ltd. of the learned Single Judge in Arbitration Petition No.1359 of 2010 dated 8 September 2015; (ii) the decision of the Delhi High Court in Rakesh Madan & Anr. Vs. Rajasthan Financial Corporation and ors. dated 13 January 2009 (IA no.14090/2008 in C.S.(OS) No.513 of 2008.)12. According to the Appellants, in Armada (Singapore) Pte.Ltd. Vs. Ashapura Mine Chem Ltd., it was held that in view of the pendency of the proceedings before the BIFR no steps ought to be taken in execution of the Award without the permission of the BIFR. The decision in Rakesh Madan & Anr. (supra) was relied to contend that the Appellants notwithstanding the orders of the Division Bench dated 17 February 2014 (supra), as confirmed by the Apex Court, were entitled to reapproach the Court in view of the above changed circumstances.13. The learned Single Judge by the impugned order has rejected these contentions of the Appellants and dismissed the Chamber Summons No.1690 of 2015. The learned Single Judge in the impugned order has observed that in the order dated 13 February 2013 (supra) the issue as regards the pendency of the BIFR reference was specifically dealt and considering the position in law the plea of the Appellants came to be rejected. The contention of the Appellants on the decision of the learned Single Judge in Armada (Singapore) Pte Ltd. (supra) also did not find favour by the learned Single Judge as the same was held to be not applicable in the facts of the case.14. The learned Counsel for the Appellant in assailing the impugned order passed by the learned Single Judge in rejecting Chamber Summons No.1690 of 2015, namely the prayer for stay on the execution of the conveyance, would submit that the issue as regards BIFR reference though decided by the learned Single Judge by orders dated 13 February 2013, is required to be reopened in view of the decision of the learned Single Judge in the case Armada (Singapore) Pte Ltd. (supra). The learned Counsel for the Appellants argued that this contention is further supported by a decision of the learned Single Judge of the Delhi High Court in the case of Ankur Drugs and Pharma Ltd. Vs. A.C.Investments Ltd. (order dated 25.2.2015 in Arb.A.10/2015) which takes a similar view. It is argued that in view of the said position in law the learned Single Judge is in an error in rejecting the prayers for stay to the execution of the conveyance as prayed in the chamber summons. No other ground has been urged in the course of the submissions. On the other hand learned Counsel for the Respondent has supported the impugned order.15. We have heard the learned counsel at length. With the assistance of the learned Counsel for the parties, we have perused the various orders passed in the proceedings and which we have noted above as also the impugned orders.16. After hearing the learned Counsel for the parties and on considering the various orders which are passed in the different proceedings as also the decisions of the learned Single Judge in Armada (Singapore) Pte Ltd. (supra) and Ankur Drugs and Pharma Ltd. (supra) as relied on behalf of the Appellants, we are unable to persuade ourselves to interfere in the impugned order passed by the learned Single Judge, for the reasons which we set out.17. Admittedly, the properties in question belong to Appellant Nos.3 to 5 who are the guarantors and these properties are mortgaged properties and not owned by the company-borrower. There is no dispute that the sale of these properties was agreed between the parties in view of the consent order dated 19 June 2012 passed in Arbitration Petition No.707 of 2012. The Appellants in Chamber Summons No.60 of 2013 (supra) had attempted to nullify the effect of the consent order by raising a plea that subsequent to the consent order dated 19 June 2012 a reference as filed by Appellant No.1-company was registered with the BIFR on 21 November 2012 and thus, in view of the provisions of Section 22(1) of SICA, further proceedings to sell the said properties ought to be stayed. These prayers of the Appellants were rejected by a detailed order of the learned Single Judge dated 13 February 2013, which was passed taking into consideration the principles of law on the issue as laid down by the Apex Court, including the conduct of the parties. As noted above, the private receiver proceeded to sell the properties, the Respondents offer for an amount of Rs.4 crore was accepted. By order dated 17 February 2014 of the Division Bench (supra), the sale is confirmed in favour of the Respondent. Significantly this order of the Division Bench was confirmed by the Apex Court by its order dated 2 May 2014 in SLP Civil no.9997 of 2014. If this be the position we are unable to appreciate as to how only on the decision in the case of Armada (Singapore) Pte Ltd. (supra) the Appellants could approach the learned Single Judge seeking a stay on the execution of the conveyance.18. Upon considering the decision of the learned Single Judge in Armada (Singapore) Pte Ltd. (supra), we are in complete agreement with the observations of the learned Single Judge that this decision in no manner would assist the Appellants. In Armada (Singapore) Pte Ltd. (supra) a reference under Section 22 of the SICA was pending against the company against whom a foreign award was passed by the learned Arbitrator who came to be appointed under the English Arbitration Act,1996. In the facts of the case and before the foreign award could be held to be enforceable as per the provisions of the Arbitration Act, it was held that there was no bar under Section 22 of the SICA to declare that the foreign award rendered in favour of the petitioner therein being enforceable as decree of the Court. In this context, the learned Single Judge made the following observations in paragraphs 37 and 42:37. As and when any application for execution of the said award as a decree is pressed by the petitioner and if any coercive orders are proposed to be passed which are prohibited under Section 22 of SICA, the executing Court can consider the effect thereof. Be that as it may, the petitioner has already applied for appropriate direction before the BIFR and thus I am inclined to accept the submission of the learned senior counsel for the respondent that no coercive orders can be passed by this Court for execution of the said foreign award as a decree of this Court at this stage.42. This Court in the case of Pol India Projects Limited (supra) has also adverted to the judgment of the Delhi High Court in the case of Penn Racquet Sports Vs. Mayor International Limited, reported in ILR (2011) Delhi 181 has held that the award should be contrary to fundamental policy of Indian law for the Court of India for recognition and enforcement of the foreign award. The judgment in the case of Shri Lal Mahal Ltd. (supra) and the judgment of this Court in the case of Pol India Projects Limited (supra) squarely apply to the facts of this case. In my view, scope of objection under Section 48 to the enforcement of the foreign award is very limited. None of the objections raised by the Respondent fall under any of the grounds permissible under Section 48 of the Arbitration Act. In my view, the respondent has not furnished any proof before this Court as to why the enforcement of the foreign award may be refused. Both the foreign awards are thus enforceable under Part II of the Arbitration Act and are binding for all the purposes on the parties under Section 34 of the Arbitration Act. I am therefore of the view that the foreign awards are already stamped as decrees. However, in view of the pendency of the proceedings before the BIFR, the petitioner would not be entitled to take steps in execution of the award and seek any relief which would be in violation of Section 22 of Sick Industrial Companies (Special Provisions) Act, 1985 without permission of the BIFR.The facts in the case in hand are completely different. In the present case the Arbitration proceedings are pending. As observed by the Division Bench in the order dated 17 February 2014 the parties are sufficiently protected in view of the pending arbitration proceedings. Further, as noted above and significantly we cannot be unmindful that there is a consent order dated 19 June 2012 in pursuance of which a private receiver was appointed to sell the mortgaged properties. We also cannot overlook the further orders dated 13 February 2013 (Supra) of the learned Single Judge whereby the very issue of the pendency of the BIFR proceedings came to be adjudicated which interse between the parties, remains undisturbed till date . Things do not stop at this as by further orders dated 17 February 2014 of the Division Bench (supra) as confirmed by the Apex Court by the order dated 2 May 2014 (supra), the sale stands confirmed in favour of the Respondent. The learned Single Judge is right in his conclusion that the cumulative effect of these orders is that there is no escape from the fact that the Appellants cannot reopen the issues and obstruct the execution of the conveyance which is a only ministerial act to be undertaken by raising a sole plea on the decision of the learned Single Judge in the Armada (Singapore) Pte Ltd. (supra). We are of the clear view that the issue as regards BIFR proceedings undoubtedly stood concluded between the parties (the respondent and the guarantors) in view of the decision of the learned Single Judge dated 13 February 2013 (supra) in the such circumstances of the case in hand.19. In our opinion the reliance of the Appellants on the decision of Delhi High Court in Ankur Drugs and Pharma Ltd. (supra) would also not assist the Appellants. This was the case in which the Appellant was in liquidation as also a reference under the SICA was pending and in view of this position the Appellant had prayed for stay of the arbitration proceedings as also a plea was taken that the arbitration proceedings cannot taken against the guarantors.. The learned Arbitrator had rejected the objection of the Appellants. In this context the learned Single Judge of Delhi High Court considering the position in law, stayed the arbitral proceedings till such time a leave of the BIFR is obtained. As can be seen from these facts Ankur Drugs and Pharma Ltd.(supra) was not a case where there was any consent order between the parties. It was also not a case where the issue on the plea of pendency of BIFR proceedings in the context of a consent order of sale of the mortgaged properties was adjudicated as in the present case. It was also not a case where under the orders of the Division Bench in the light of the consent terms, the sale came to be confirmed in favour of the present respondent. Admittedly the order of the Division Bench dated 17 February 2014 was confirmed by the Apex Court. In view of this clear position we do not agree to the reliance by the Appellants on the decision of the learned Single Judge of the Delhi High Court in Ankur Drugs and Pharma Ltd. (Supra)20. There is no bar that the financial institution and the guarantor cannot enter into a compromise in a Section 9 application. The parties filed consent terms and had proceeded accordingly. The sale has been confirmed upto the Supreme Court. Therefore, the further consequential steps and proceedings in the present case, cannot be halted, at the instance of the appellants, who have themselves filed the consent terms and the parties having proceeded accordingly. There was nothing wrong when the consent terms were recorded and modified further by agreement. The rights have been crystalised, at least between the Respondent and the guarantor (whose property is in question) much before the filing of BIFR application by Respondent No.1. The impugned order is in consequent to it.21. We are considering the scope and purpose of Section 9 of the Arbitration Act, 1996, in the peculiar present fact and circumstances. So also the scope of inquiry under section 22 is somewhat different as the consent terms were between Respondent/financial institution and the guarantor, prior to the invocation of the BIFR proceedings by the Respondent-Industry. A statement is also made by the learned Counsel for the Appellants that the property involved in the present proceedings is not the property owned by the company/undertaking but of the guarantor only and that the same is not subject matter of the proceedings before the BIFR. Thus the sale of property and the consequential ministerial act of its execution of conveyance in the background in the facts of the case cannot be halted at the instance of Appellant even though it arose out of Section 9 proceedings, pending arbitration before the Arbitral Tribunal and/or even the BIFR proceedings in question. All are the distinct and separable proceedings.22. The judgments cited on law on the scope of Section 22 of the SICA need no discussion as the law is settled. As noted above the same was subject matter of order dated 13 February 2013 and as recorded by the learned Single Judge has admittedly attained finality. We have to deal with the case in hand on the facts as they stand which we have recorded above. We are concerned with the implementation/execution inter-alia application based upon the consent terms between financial institution and the guarantor. The industrial/companys (Respondents) arbitration is pending before the Arbitral Tribunal. There is no executable order passed under Section 9 application against the company and/or its property. There is no coercive steps taken in this proceeding against the Respondent Industry/Company or its property pending BIFR proceedings. Therefore, in view of the consent terms finality so attained, we see no reason to interfere with the order so passed by the learned Judge.

Decision:
0[ds]17. Admittedly, the properties in question belong to Appellant Nos.3 to 5 who are the guarantors and these properties are mortgaged properties and not owned by theThere is no dispute that the sale of these properties was agreed between the parties in view of the consent order dated 19 June 2012 passed in Arbitration Petition No.707 of 2012. The Appellants in Chamber Summons No.60 of 2013 (supra) had attempted to nullify the effect of the consent order by raising a plea that subsequent to the consent order dated 19 June 2012 a reference as filed by Appellantwas registered with the BIFR on 21 November 2012 and thus, in view of the provisions of Section 22(1) of SICA, further proceedings to sell the said properties ought to be stayed. These prayers of the Appellants were rejected by a detailed order of the learned Single Judge dated 13 February 2013, which was passed taking into consideration the principles of law on the issue as laid down by the Apex Court, including the conduct of the parties. As noted above, the private receiver proceeded to sell the properties, the Respondents offer for an amount of Rs.4 crore was accepted. By order dated 17 February 2014 of the Division Bench (supra), the sale is confirmed in favour of the Respondent. Significantly this order of the Division Bench was confirmed by the Apex Court by its order dated 2 May 2014 in SLP Civil no.9997 of 2014. If this be the position we are unable to appreciate as to how only on the decision in the case of Armada (Singapore) Pte Ltd. (supra) the Appellants could approach the learned Single Judge seeking a stay on the execution of the conveyance.18. Upon considering the decision of the learned Single Judge in Armada (Singapore) Pte Ltd. (supra), we are in complete agreement with the observations of the learned Single Judge that this decision in no manner would assist the Appellants. In Armada (Singapore) Pte Ltd. (supra) a reference under Section 22 of the SICA was pending against the company against whom a foreign award was passed by the learned Arbitrator who came to be appointed under the English Arbitration Act,1996. In the facts of the case and before the foreign award could be held to be enforceable as per the provisions of the Arbitration Act, it was held that there was no bar under Section 22 of the SICA to declare that the foreign award rendered in favour of the petitioner therein being enforceable as decree of the Court. In this context, the learned Single Judge made the following observations in paragraphs 37 and 42:37. As and when any application for execution of the said award as a decree is pressed by the petitioner and if any coercive orders are proposed to be passed which are prohibited under Section 22 of SICA, the executing Court can consider the effect thereof. Be that as it may, the petitioner has already applied for appropriate direction before the BIFR and thus I am inclined to accept the submission of the learned senior counsel for the respondent that no coercive orders can be passed by this Court for execution of the said foreign award as a decree of this Court at this stage.42. This Court in the case of Pol India Projects Limited (supra) has also adverted to the judgment of the Delhi High Court in the case of Penn Racquet Sports Vs. Mayor International Limited, reported in ILR (2011) Delhi 181 has held that the award should be contrary to fundamental policy of Indian law for the Court of India for recognition and enforcement of the foreign award. The judgment in the case of Shri Lal Mahal Ltd. (supra) and the judgment of this Court in the case of Pol India Projects Limited (supra) squarely apply to the facts of this case. In my view, scope of objection under Section 48 to the enforcement of the foreign award is very limited. None of the objections raised by the Respondent fall under any of the grounds permissible under Section 48 of the Arbitration Act. In my view, the respondent has not furnished any proof before this Court as to why the enforcement of the foreign award may be refused. Both the foreign awards are thus enforceable under Part II of the Arbitration Act and are binding for all the purposes on the parties under Section 34 of the Arbitration Act. I am therefore of the view that the foreign awards are already stamped as decrees. However, in view of the pendency of the proceedings before the BIFR, the petitioner would not be entitled to take steps in execution of the award and seek any relief which would be in violation of Section 22 of Sick Industrial Companies (Special Provisions) Act, 1985 without permission of the BIFR.The facts in the case in hand are completely different. In the present case the Arbitration proceedings are pending. As observed by the Division Bench in the order dated 17 February 2014 the parties are sufficiently protected in view of the pending arbitration proceedings. Further, as noted above and significantly we cannot be unmindful that there is a consent order dated 19 June 2012 in pursuance of which a private receiver was appointed to sell the mortgaged properties. We also cannot overlook the further orders dated 13 February 2013 (Supra) of the learned Single Judge whereby the very issue of the pendency of the BIFR proceedings came to be adjudicated which interse between the parties, remains undisturbed till date . Things do not stop at this as by further orders dated 17 February 2014 of the Division Bench (supra) as confirmed by the Apex Court by the order dated 2 May 2014 (supra), the sale stands confirmed in favour of the Respondent. The learned Single Judge is right in his conclusion that the cumulative effect of these orders is that there is no escape from the fact that the Appellants cannot reopen the issues and obstruct the execution of the conveyance which is a only ministerial act to be undertaken by raising a sole plea on the decision of the learned Single Judge in the Armada (Singapore) Pte Ltd. (supra). We are of the clear view that the issue as regards BIFR proceedings undoubtedly stood concluded between the parties (the respondent and the guarantors) in view of the decision of the learned Single Judge dated 13 February 2013 (supra) in the such circumstances of the case in hand.19. In our opinion the reliance of the Appellants on the decision of Delhi High Court in Ankur Drugs and Pharma Ltd. (supra) would also not assist the Appellants. This was the case in which the Appellant was in liquidation as also a reference under the SICA was pending and in view of this position the Appellant had prayed for stay of the arbitration proceedings as also a plea was taken that the arbitration proceedings cannot taken against the guarantors.. The learned Arbitrator had rejected the objection of the Appellants. In this context the learned Single Judge of Delhi High Court considering the position in law, stayed the arbitral proceedings till such time a leave of the BIFR is obtained. As can be seen from these facts Ankur Drugs and Pharma Ltd.(supra) was not a case where there was any consent order between the parties. It was also not a case where the issue on the plea of pendency of BIFR proceedings in the context of a consent order of sale of the mortgaged properties was adjudicated as in the present case. It was also not a case where under the orders of the Division Bench in the light of the consent terms, the sale came to be confirmed in favour of the present respondent. Admittedly the order of the Division Bench dated 17 February 2014 was confirmed by the Apex Court. In view of this clear position we do not agree to the reliance by the Appellants on the decision of the learned Single Judge of the Delhi High Court in Ankur Drugs and Pharma Ltd. (Supra)20. There is no bar that the financial institution and the guarantor cannot enter into a compromise in a Section 9 application. The parties filed consent terms and had proceeded accordingly. The sale has been confirmed upto the Supreme Court. Therefore, the further consequential steps and proceedings in the present case, cannot be halted, at the instance of the appellants, who have themselves filed the consent terms and the parties having proceeded accordingly. There was nothing wrong when the consent terms were recorded and modified further by agreement. The rights have been crystalised, at least between the Respondent and the guarantor (whose property is in question) much before the filing of BIFR application by Respondent No.1. The impugned order is in consequent to it.21. We are considering the scope and purpose of Section 9 of the Arbitration Act, 1996, in the peculiar present fact and circumstances. So also the scope of inquiry under section 22 is somewhat different as the consent terms were between Respondent/financial institution and the guarantor, prior to the invocation of the BIFR proceedings by theA statement is also made by the learned Counsel for the Appellants that the property involved in the present proceedings is not the property owned by the company/undertaking but of the guarantor only and that the same is not subject matter of the proceedings before the BIFR. Thus the sale of property and the consequential ministerial act of its execution of conveyance in the background in the facts of the case cannot be halted at the instance of Appellant even though it arose out of Section 9 proceedings, pending arbitration before the Arbitral Tribunal and/or even the BIFR proceedings in question. All are the distinct and separable proceedings.22. The judgments cited on law on the scope of Section 22 of the SICA need no discussion as the law is settled. As noted above the same was subject matter of order dated 13 February 2013 and as recorded by the learned Single Judge has admittedly attained finality. We have to deal with the case in hand on the facts as they stand which we have recorded above. We are concerned with the implementation/executionapplication based upon the consent terms between financial institution and the guarantor. The industrial/companys (Respondents) arbitration is pending before the Arbitral Tribunal. There is no executable order passed under Section 9 application against the company and/or its property. There is no coercive steps taken in this proceeding against the Respondent Industry/Company or its property pending BIFR proceedings. Therefore, in view of the consent terms finality so attained, we see no reason to interfere with the order so passed by the learned Judge.