- (1.) I have gone through the well versed painstaking judgment of My Lord Samapti Chatterjee, J.. I am in full agreement with His Lordship both on findings as well as the ultimate result in the appeal as well as the application for review. However, I wish to add a few words on the review application. When a Bench hears a matter and disposes it on merits, it becomes functus officio as soon as the judgment is delivered and order is passed. Application for review is entertained by the same Court on a limited scope that My Lord has referred to, while referring to Order XLVII of the Code of Civil Procedure. On a cursory glance and a combined reading, everyone would agree, the scope to reopen the issue by the same Bench would be little difficult. Keeping in such mind set, let us now try to understand what the petitioner would seek in the application for review. The appeal would relate to an order passed in C.P. 33 of 1988 whereby the learned Single Judge dismissed the application of the appellant on the ground, the appellant did not have requisite shareholding although, the appellant would contend, its 50 per cent shareholding could not be ignored merely because the same was attached by the Income Tax Department. On being aggrieved, the applicant approached the Division Bench, the Division Bench, however, did not entertain the appeal and disposed of the same vide order dated September 29, 2003 holding it as infractuous in view of a settlement, that the applicant did not recognize. The applicant would contend, he was the Chairman of the Hungerford Investment Trust Limited. In his absence, the Division Bench could not have passed the said order. The applicant filed the Special Leave Petition as against the order dated September 29, 2003 that the Apex Court dismissed vide order dated April 12, 2004. On the strength of the said order, Turner Morrison And Company Limited filed an application for disposal of the Company petition on the ground; after sale of the entire shares of Hungerford Investment Trust Limited, the petition would become infractuous. In the meantime, against an interlocutory order, an appeal was pending that the Division Bench disposed of on consent of parties by an order dated March 9, 2007. Subsequently, the learned Single Judge disposed of the matter vide judgment and order dated June 21, 2007 that became the subject matter of the appeal. The Division Bench vide judgment and order dated August 22, 2008, dismissed the appeal. The present application for review would relate to the said judgment and order of the Division Bench. Mr. N.S. Hoon claiming to the Chairperson of the appellant would now contend, the counsel who appeared for Hungerford Investment Trust Limited did not have the authority to appear for the Company. Such issue in our view, could be effectively dealt with and gone into in a proper regular proceeding. Review is not the appropriate remedy. The circumstances under which an application of review could be made are set forth in Order XLVII. The present case would not fit in. My Lord Justice Samapti Chatterjee rightly directed dismissal of the review application, I agree with the same. SAMAPTI CHATTERJEE, J: 1. The facts of the case would depict that 'HUNGERFORD' INVESTMENT TRUST LIMITED (hereinafter referred to as 'Hungerford') owned 100 per cent share in TURNER MORRISON & COMPANY LIMITED (hereinafter referred to as 'TML'). John Geoffrey Turner and Nigel Frederic Turner, (both since deceased), were the owners of 100 per cent shares of 'Hungerford'. The entire share capital of 'TML' consisted of 4,500 fully paid up ordinary shares of Rs. 1,000/- each. An agreement was executed on October 3, 1956 by and between 'Hungerford' , John Geoffrey Turner and Nigen Frederic Turner on the one hand and British India Corporation and Haridas 'Mundhra', (hereinafter referred to as ''Mundhra''), on the other hand whereby it was agreed that ''Mundhra'' would purchase 49 per cent of the shares in 'TML'. The agreement also provided for an option to 'Mundhra' to purchase from 'Hungerford', the balance 51 per cent share of 'TML' within five years. 2. Pursuant to the agreement the 49 per cent of the shares in 'TML' were sold and transferred to 'Mundhra' and his nominee British Indian Corporation. Thereafter a suit for specific performance of contract being suit no.600 of 1961 was filed by 'Mundhra' against 'Hungerford', 'TML' and others in the Original Side of this Hon'ble Court praying inter alia for specific performance of the agreement to sell the 51 per cent shares. 'Mundhra' however, ultimately did not proceed against 'TML' and the said suit was decreed against 'Hungerford'. The decree provided that the agreement relating to the sale of 50 per cent ordinary shares of 'TML' ought to be specifically performed and directed 'Hungerford' to deliver to 'Mundhra' the 50 per cent shares against payment of the consideration of Rs. 86,60,000/-. An injunction was also obtained restraining 'Hungerford' and other defandants in the suit from casting vote without instruction of 'Mundhra' and restraining 'Hungerford' from selling the shares to any person other than 'Mundhra'. 3. Against that decree 'Hungerford' preferred an appeal but did not proceed with the same ultimately. As a result the appeal was dismissed for non-prosecution. On 30th August, 1965 by a master's summons 'Hungerford' made an application praying that 'Mundhra' might be directed to implement the decree by paying a sum of Rs. 86, 60,000/-. It was also prayed that 'Hungerford' might be directed to execute proper transfer deeds in respect of the said 51 per cent shares within a stipulated time as Court may direct. However, the said application was dismissed and an appeal preferred by 'Hungerford' was also dismissed. In the meantime before the dismissal of the said appeal filed against the decree for specific performance in suit no. 600 of 1961, the said decree was attached by the Certificate Officer in execution of six certificates against 'Mundhra'. The decree was also attached in execution of three other decrees against 'Mundhra'. In view of that 'Mundhra' was restrained from alienating, transferring , or changing his right title interest in decree for specific performance. 4. In February 1965, Bank Hofman A.G obtained a decree from Queen's Bench Division, London for $ 657,345-17-9d with interest at 4 1/2 per cent per annum from the date of the decree against Romanigo Holdings S.A.H., a holding company of 'Hungerford' and also against 'Hungerford'. Bank Hoffman executed the decree in the Court of the District Judge, Delhi and got the 51 per cent shares of 'Hungerford' attached. The District Judge ordered the attachment and directed that 51 per cent shares to be produced in the High Court at Calcutta for delivery to 'Mundhra' against payment of consideration mentioned in the specific performance decree. 5. 'TML' instituted a suit against 'Hungerford' being suit no.2005 of 1965 in the Original Side of the Court claiming inter alia Rs. 79, 70,802/- as principal, and Rs. 47, 96,250.16 as interest in respect of payment made by 'TML' to income tax authorities on behalf of the 'Hungerford'. A further claim was also made in the suit for possession and sale of the 229.5 shares in the exercise of 'TML''s lien on those shares under Article 22 of the Article of Association of the Company. On July 8, 1966, Mr. K.M. Bose was appointed a receiver in respect of said 229.5 shares. This court approved the appointment of the receiver and directed that the receiver would be at liberty to deliver the 51 per cent share to 'Mundhra' on payment of Rs. 86, 60,000/- in performance of the obligation under the specific performance. It was also directed by the Court that after the shares were taken by 'Mundhra' on payment of the price in terms of the direction of the Court of appeal the lien if any, as claimed by 'TML' would shift on to money which the receiver may not recover from 'Mundhra'. Against the said order 'TML' preferred appeal and also made an application for stay of the order. Ultimately the stay was refused but the appeal was partly allowed on September 2, 1968 by setting aside the direction given to the receiver to tender shares to 'Mundhra' as also the direction that the lien of 'TML' would shift to the purchase money to be paid by 'Mundhra'. Further on March 21, 1967 'Hungerford' made an application praying that agreement dated October 30, 1956 and the decree dated February 25, 1964 passed in suit no.600 of 1961 be rescinded, that the injunction granted by the decree in the suit would be vacated also unless 'Mundhra' deposited Rs. 86,60,000/- in Court or with the receiver in suit no.2005 of 1965. The said application was disposed of by the Learned Single Judge with the observation that 'Mundhra' committed breach of contract which he was directed specifically to perform, therefore, the agreement dated October 30, 1956 and the decree dated February 25, 1964 of specific performance must be rescinded. Learned Judge further appointed the receiver in suit no.2005 of 1965 as receiver of the 51 per cent shares and directed 'Mundhra' to pay Rs. 86, 60, 000/- to the receiver within a fortnight from the date of the order and the receiver to handover 50 per cent of the shares to 'Mundhra''s solicitors. The receiver was further directed to pay the amount to the solicitors of 'Hungerford' also. The stay order that was granted was vacated and liberty was given to the Certificate Officer for the Tax Recovery Officer, 24-Parganas to take such steps against 'Mundhra' in default of payment of Rs. 86, 60, 000/- by 'Mundhra' to the receiver within the time as specified. The Learned Judge also directed that contract and the agreement would stand rescinded and 'Hungerford' would stand absolved from all obligations under the said contract and decree. 6. Against that Order 'Hungerford' preferred an appeal to Division Bench of the Court and 'Mundhra' filed a cross objection. Appeal Court held that the application filed by 'Hungerford' for recession was not maintainable. As a result the appeal preferred by 'Hungerford' was dismissed. Thereafter , 'Hungerford' preferred an appeal to the Supreme Court. The Supreme Court allowed the appeal and ordered the recession of the decree for specific performance passed in suit no.600 of 1961 and also directed the receiver appointed in suit no.2006 of 1965 to produce the said 229.5 shares before the Supreme Court and give custody of the same to the Registrar of the Court and the Registrar was directed to handover those to the 'Hungerford'. Ultimately, lien suit no.2005 of 1965 initiated by 'TML' was dismissed. An appeal was preferred by 'TML' to the Division Bench of this Court but the said appeal was also dismissed and against that an appeal was filed by 'TML' to the Supreme Court which was also dismissed. The 'TML' filed six applications before the Learned Judge. First two applications were under Section 397 and 398 of the Companies Act and the 3rd, 4th and 6h applications related to the prayer of the 'TML' for injunction and other was for addition of parties. 7. On the main application under Sections 397 and 398 of the Companies Act the Learned Judge framed as many as 15 issues. Out of those 15 issues most of the issues were infractuous in efflux of time and only issue no.1, 2, 3 and 4 which are as follows were dealt with by the Appeal Court. "1. Is the petitioner entitled to maintain this application or claim any of the relief ?" "2. Is the application maintainable in the absence of the subsidiary companies and their directors and share holders ?" "3. Whether in the facts and circumstances alleged in paragraphs 77, 92, 93(4), 93 (8) and 97 of the petition, the affairs of the respondent company no.1 were and are being conducted in a manner (a) oppressing to the petitioner or (b) prejudicial to the to the interest of respondent company no.1 or (c) in a manner prejudicial to the public interest?" "4. Are the respondents 2 to 10 guilty of (a) mis-management and (b) acts prejudicial to the interest of the affairs of the respondent company no. 1 as alleged in paragraphs 87 to 89 of the petitioner ?" 8. The said company appeal no. 274 of 1967 was disposed of by the judgment and order dated 21st May, 1981 interalia as follows:- " It is ordered that the order of trial Court dated the twenty fourth day of June in the year one thousand nine hundred and seventy be and the same is hereby set aside And it is further ordered that the affairs of the respondent Turner Morrison & Co. Ltd. abovenamed and its subsidiaries being respondents Loda Colliery Company (1920) Ltd. Shalimar Tar Products (1935) Ltd. Angel Brothers Ltd. abovenamed be investigated by the Central Government in the manner laid down in Section 237 to 251 of Companies Act, 1956 And it is further ordered that such investigation shall be for the period from January in the year one thousand nine hundred and seventy two and shall be started and completed by the Central Government as expeditiously as possible And it is ordered that the Registrar (Original Side) of this Court do within two months from the date hereof send a copy of this judgment to Ministry of Law Justice and Company Affairs, Government of India And it is further ordered that all interim orders passed herein shall stand vacated And as other respondents abovenamed have not appeared at the hearing of this appeal and this Court does not think fit to make any order as to the costs of any incidental to this appeal." 9. Since no special leave petition was filed challenging the said order by the ''TML'' before the Hon'ble Supreme Court, therefore 'Hungerford' filed an application for execution of the order passed by the Hon'ble Division Bench on 21st May, 1981 in company Appeal Nos. 250, 251, 252, 253, 259, and 255 of 1970. After filing of the execution application the applicant filed another application for amendment of the said execution application. In the said amendment application the applicant sought to amend the executable amount. Hearing of both the execution application and amended application was concluded. The said execution application as well as the amendment were disposed of by the Learned Single Bench on February 22, 1993 with following order :- "Therefore, it is ordered that the respondent company will pay Rs. 12,16, 350.00 to the applicant within eight weeks from date. In default of such payment there will be an order in terms of prayer (a) of col.10 of the Tabular Statement ad Mr. Subhasis Biswas, Advocate is appointed Receiver on a remuneration of 50 Gms. p.m. for that purpose. Receiver will collect rent and pay to the applicant deducting his remuneration and other charges if any, till the claim of the applicant as ordered above is fully satisfied. There will be no order as to costs. The execution application and the amendment application are disposed of accordingly." 10. Feeling aggrieved by the said order the 'TML' preferred the instant appeal being APO No.289 of 1994. Thereafter by the order dated 13th April, 1993 the Division Bench passed an order in terms of prayer 'A' of the petition and directed the 'TML' to furnish a bank guarantee for the entire amount of Rs. 12,16,350/- with any nationalised bank in favour of Registrar, Original Side. 'Hungerford' also preferred a cross appeal against the order dated 22nd February, 1994. 11. Mr. Utpal Bose, learned senior counsel appearing for the appellant contended that payment of dividends order was passed by the Single Bench but no payment order was made by the Division Bench vide Division Bench order dated 21st May, 1981. 12. Mr. Bose further vehemently contended that execution application filed on 9th May, 1983, but there was no indication in the order dated 21st May, 1981 passed by the Division Bench to make payment therefore execution application is not at all maintainable. 13. Mr. Bose further submitted that from the year 2002-2005 Justice G.N. Roy (former Supreme Court Judge) was functioning as Chairman of 'Hungerford' and from 9th May, 2005 Justice Murari Mohan Dutta (former Supreme Court Judge) has been appointed by Supreme Court in place of Justice G.N. Roy and is still functioning as Chairman of the 'TML'. 14. Mr. Bose further contended that the Division Bench only directed investigation under Section 237 and 251 of the Companies Act, 1956 of the affairs of 'TML' for the period January 1967 to September 1972 and consequential orders. Therefore, from the bare reading of the ordering portion of the Division Bench in fact, there was no judgment debtor as no payment order was made by the Division Bench. At best it can be said that it was an execution of order of appeal Court. Even then no interference in an order of payment of dividend could be sustainable in the Division Bench judgment, as under Issue no. '4' there was a finding only to the extent regarding mis-management and oppression of the 'TML' within the meaning of Section 397 of the Companies Act but no payment order can be derived from the said Division Bench order dated 21st May, 1981. 15. Mr. Bose further contended that the Division Bench order dated 21st May, 1981 also observed that 'Hungerford' after judgment of Hon'ble Supreme Court got back the control of 'TML'. 16. Mr. Bose further submitted that since there was no order for payment of dividend, therefore, it cannot be described that 'Hungerford' is a decree holder for realizing payment and 'TML' is a judgment debtor for not making payment. 17. Mr. Bose also vehemently contended that execution application is time barred as the Article 136 of the Limitation Act 1963 provided for a period of 12 years which expired in respect of the said application. Mr. Bose explained that the execution application was made on June 9, 1993 when the order was passed by the Hon'ble Court to issue notice making it returnable on June 21, 1993 i.e. more than 12 years as the Division Bench order was passed on May 21, 1981. 18. Mr. Bose further urged that it is evident from the tabular statement C.7 that claim on account of the dividend for financial year 31st December, 1963 to 31st December, 1966 amounting to Rs. 12,60,350/- is time barred and not supported by any cogent reason. He also pointed out that limitation period for payment of dividend is three years under Article 113 of the Limitation Act. 19. Mr. Bose further contended that balance sheet for 'TML' for the financial year ending at 31st December, 1971 contained the signature of N.S. Hoon Chairman of 'Hungerford' and there is similar acknowledgement in the balance-sheet for the year 31st December, 1983 containing the signature of Mr. Hoon, where it is mentioned that there is no liabilities on account of the unpaid dividend. Therefore, in conclusion Mr. Bose submitted that the impugned judgment and order should be set aside by allowing the appeal. 20. Mr. Bose in respect of Section 38 and 47 of the Civil Procedure Code relied on a Supreme Court decision reported in (Rajasthan SRTC and Another vs Ladulal Mali, 1996 8 SCC 37) where it is held that " .It is settled law that executing Court cannot go behind the decree. In view of the fact that the decree contained only a declaratory relief without any consequential payment of monetary benefits, the executing court was right in refusing to grant the relief. The High Court was, therefore, clearly in error in directing payment of back wages". 21. On the same point Mr. Bose also relied on a Supreme Court decision reported in (Deepa Bhargava And Another vs Mahesh Bhargava And Others, 2009 2 SCC 294) and also a decision reported in (Century Textiles Industries Limited vs Deepak Jain And Another, 2009 5 SCC 634) 22. Mr. Bose also drew our attention to the several paragraphs of the Paper Book including Tabular sheet etc 23. Per contra, Mr. Hoon appearing in person for the 'Hungerford' vehemently contesting Mr. Bose, submitted that the appellants have no locus standi to appear since he (Mr. Hoon being Chairman) has removed them. Therefore, appearance before the Court by the appellants created an instance of practicing fraud on Court. 24. Mr. Hoon further contended that Justice M.M. Dutta (former Supreme Court Judge) never acted as Chairman of 'TML' and Mr. Hoon is still functioning as Chairman of the Company. Therefore, question of filing of restoration of Mr. Hoon's position as Chairman is not required as Justice M.M. Dutta (former Supreme Court Judge) vacated the post of Chairman of the said company in the year 2007. 25. Mr. Hoon further contended that he is not having any share in his name in the Company. 26. Mr. Hoon further vehemently contended that the Division Bench order vide dated 21st May, 1981 held that dividend of 'Hungerford' from 1963 was unreasonably withheld and such withholding of dividend was an act of mis-management and oppression to 'Hungerford' within the meaning of Section 397 of Companies Act, 1956. 27. Mr. Hoon also contended that order dated August 1, 1988 passed by Hon'ble Justice Manjula Bose (as Her Lordship then was) in C.A. No. 2 of 1988 connected with C.P No.33 of 1988, thus, directing payment of arrear dividend upto February 3, 1977 and payment to be made subject to the permission of RBI. 28. Mr. Hoon also contended that by order dated 22nd February, 1989 The Hon'ble Justice S.B. Mitra (as His Lordship Then was) directed stay of sale of 'Hungerford''s shares and recovery of arrear tax. 29. Mr. Hoon further urged that the judgment of the Division Bench is a decree within the meaning of Section 2 of the Code of Civil Procedure. 30. Therefore, the order of the Division Bench dated 21st May, 1981 is executable even as a decree although was made under Companies Act, 1956. 31. Therefore it is contended by Mr. Hoon that the application for execution of the said order of Division Bench is enforceable in the same manner as a decree by the Court in a suit. Furthermore, the period of limitation for enforcement of a decree is 12 years and if the execution application has been made within a period of 12 years it would be within the time and the executing Court can interpret a decree for payment of money as has been laid down under Section 47 of the Code of Civil Procedure. 32. Mr Hoon further vehemently urged that the non-payment of dividend by the company amounts to criminal offence under the Companies Act and therefore, Directors and Principal Officers are liable to be prosecuted and it is a settled position that such offences are continuing offences so long payment is made. Therefore there is no question of limitation as it is a continuing offence. He also urged that the judgment dated 21st May, 1981 further held that there cannot be any limitation in respect of non-payment of dividend sum amounted to continuous oppression/offences. 33. Mr. Hoon also vehemently contended that the Division Bench clearly held that withholding of dividend payable to 'Hungerford' from 1963-1965 clearly indicates a direction to make payment. Mr. Hoon further drew our attention to some passage of Division Bench order which is quoted below :- "..Therefore, the question is no longer a debatable one and it must be held that the dividend of 'Hungerford' from 1963 was unreasonably withheld and such withholding of dividend was an act of mis-management and oppression". 34. Therefore, it is submitted by Mr. Hoon that Division Bench not only directed making of payment but also indicated further that by withholding payment of dividend the 'TML' is guilty of mismanagement/ oppression. In point of limitation Mr. Hoon submitted it is not necessary that there should be a separate payment order which is only an alternative to Article 136 of the Limitation Act. 35. Mr. Hoon further contended that the Order dated 21st May 1981 has reached its finality since no appeal was preferred before the Hon'ble Supreme Court against that order by the 'TML'. Therefore, the order dated 22nd February, 1993 allowing the execution application should not be interfered and disturbed by this Hon'ble Appeal Court. 36. Mr. Hoon further contended that under Section 205 A of the Companies Act no limitation for non payment of dividend. It is nothing but a continuous offence under the law. 37. Mr. Hoon drew our attention at Page 12 of the Judgment dated 21st May, 1981. 38. We have heard the rival contentions of the parties. We have carefully scrutinized the records and we find that there are some substance in the argument of Mr. Hoon. We also find that in the Judgment dated 21st May, 1981 the Hon'ble Division Bench observed that "Whether an application is barred by Act 137 of the Limitation Act" and also some passage of the said Division Bench order where it is stated " . In our view, if the same state of affairs of the Company continuous or in other words if any wrong committed before three years of the presentation of the application continuous to be in operation, there will be no question of limitation. We do not accept the broad proposition that the events which had taken place three years before the presentation of application are barred by Article 137 of the Limitation Act" And also the extract of the Division Bench judgment dated 21st of May, 1981 as follows:- "Therefore, the question is no longer a debataise one, and it must be held that the dividends of 'Hungerford' from 1963 were unreasonably withheld and such withholding of dividend was an act of mismanagement and operation to 'Hungerford' within the meaning of Section 397 of the Company's Act." 39. We find Section 47 of the Code of Civil Procedure empowered the executing Court to interpret a decree and hold that it was a decree for payment of money. In this connection Section 47 of the Code of Civil Procedure is quoted herein below :- "Section 47-Questions to be determined by the Court executing decree .-(1) All questions arising between the parties to the suit in which the decree was passed, or their representatives, and relating to the execution, discharge or satisfaction of the decree, shall be determined by the Court executing the decree and not by a separate suit." 40. From the conduct of the 'TML' it creates a doubt in our mind that it was the intention of 'TML' not to transfer the unpaid dividend in favour of the 'Hungerford'. Therefore, they prepared purported resolution dated 27th January, 1975 with the intention that in the balance sheet signed on 3rd November, 1975 with resolution dated 21st January, 1975, the Directors would not disclose the same in the balance sheet though in the auditor's report for the said year did not reflect such resolution. Therefore, from the conduct of the ''TML'' we have no hesitation to hold that the purported resolution dated 27th January, 1975 was fraudulently fabricated to deprive the 'Hungerford' from its legitimate unpaid dividend. Non-payment of dividends was a continuous offence so long the payment is not made. Therefore, there is no question of limitation. Hence the theory of limitation would not be applicable in the present case as has been argued by Mr. Bose. 41. We find that litigation for dividend initiated in the year 1967 was finally disposed of by the Division Bench order dated 21st May, 1981. Therefore, during process of those litigations there cannot be any limitation. Non-payment of dividend is continuous offence under the law. Further, Section 2 Sub Section 2 of the Civil Procedure Code defines what a decree means is quoted below :- "Section 2 Sub Section 2-"decree" means the formal expression of an adjudication which, so far as regards the Court expressing it, conclusively determines the rights of the parties with regard to all or any of the matters in controversy in the suit and may be either preliminary or final. It shall be deemed to include the rejection of a plaint and the determination of any question within section 144, but shall not include- (a) any adjudication from which an appeal lies as an appeal from an order, or (b) any order of dismissal for default." 42. We find that the Division Bench undoubtedly adjudicated on the issue regarding non-payment of dividend to the 'Hungerford' by the 'TML'. Therefore, the order passed by the Division Bench is a decree within the meaning of Section 2 of the Code of Civil Procedure. Further, Section 36 of the Code of Civil Procedure provides :- "Application to orders.- The provisions of this Code relating to the execution of decrees (including provisions relating to payment under a decree) shall, so far as they are applicable, be deemed to apply to the execution of orders (including payment under an order)." 43. Therefore, unless and untill full satisfaction of the decree is discharged by the ''TML'' liability of the Division Bench order dated 21st May, 1981remains and the present execution application is nothing but a tool to execute the order which was filed within the period for 12 years and there is no bar of limitation. 44. We also find that the order dated 21st May, 1981 clearly indicated that the 'TML' failed to make payment regarding dividends to the 'Hungerford'. Therefore, non-payment of dividend as per Division Bench order is a continuous offence committed by the 'TML' for which limitation is not a bar. Therefore, question of payment of dividend by the 'TML' to 'Hungerford' reached its finality by judgment of the Division Bench dated 21st May, 1981 within the same parties which was put into execution by that proceedings. 45. The decisions referred by Mr. Utpal Bose, the learned senior Counsel on the ratio that executing Court cannot go beyond the decree have no manner of application considering the aforesaid discussions that non-payment of money to the 'Hungerford' by the 'TML' towards the unpaid dividends clearly indicates that the appellant was directed by the said Division Bench order to make payment towards the unpaid dividend in respect of the specific period. Therefore, to realize the same the 'Hungerford' has no alternative/option but to put the decree in execution which in the present case has been rightly done by the 'Hungerford'. 46. With regard to limitation we find and hold that non-payment of unpaid dividend is a continuous offence committed by the 'TML' of which limitation cannot be a bar. 47. With this aforesaid discussions we hold that the impugned judgment and order passed by the Learned Trial Court is a well reasoned one and there is no infirmity, illegality which would deserve any interference. Therefore we have no hesitation to hold that the Appeal No.289 of 1994 preferred by 'TML' has no merit and the same should be dismissed. 48. Accordingly, the appeal preferred by 'TML' is dismissed and the cross appeal preferred by 'Hungerford' is hereby disposed of . 49. Regarding the review application of the order dated 22nd August, 2008 we find that the grounds taken in the said application have failed to satisfy the essential ingredients of the Order 47 of Code of Civil Procedure which is quoted below:- 1. "Application for review of judgment.-(1) Any person considering himself aggrieved- (a) by a decree or order from which an appeal is allowed, but from which no appeal has been preferred, (b) by a decree or order from which no appeal is allowed, or (c) by a decision on a reference from a Court of Small Causes, and who, from the discovery of new and important matter or evidence which, after the exercise of due diligence was not within his knowledge or could not be produced by him at the time when the decree was passed or order made, or on account of some mistake or error apparent on the face of the record, or for any other sufficient reason, desires to obtain a review of the decree passed or order made against him, may apply for a review of judgment to the Court which passed the decree or made the order. (2) A party who is not appealing from a decree or order may apply for a review of judgment notwithstanding the pendency of an appeal by some other party except where the ground of such appeal is common to the applicant and the appellant, or when, being respondent, he can present to the Appellate Court the case on which he applies for the review." 50. Therefore, the said application cannot be entertained. 51. We find that there is no merit in the said review application. Therefore, the review application is hereby dismissed. But that will not preclude the applicant to take appropriate steps before the appropriate forum if so advised.;