JUDGMENT D. Biswas, J. 1. These two appeals have been filed by M/s. Cachar Native Joint Stock Company Limited and others, hereinafter referred to as the Company. The Appeal No. 2 of 2000 has been filed against the order dated 4-4-2000 passed by the Company Law Board, New Delhi in Company Application No. 302 of 1999 arising out of Company Petition No. 8 of 1998 holding the election (EOGM) held on 29-11-1999 as invalid and further declaring the Respondent No. 1 and others as duly elected in the said EOGM. Consequently direction was also given calling upon the Board of Directors of the Company to hand over the Board to the respondents within 10 days from the date of receipt of this order. Immediately thereafter, the Board of Directors approached this Court and filed this appeal praying for stay of the operation of the order dated 4-4-2000. This Court while admitting the appeal by the order dated 5-5-2000 directed the parties to maintain status-quo. 2. Company Appeal No. 2 of 2001 has been filed by the Company challenging the order dated 29-11-2001 passed by the Company Law Board in C.P. No. 113 of 2000. This Court while admitting the appeal by the order dated 20-12-2001 stayed the operation of the aforesaid order as well as further proceedings in C.P. No. 113 of 2000. In this petition, the respondents of Company Appeal No. 2 of 2000 claimed control over the majority voting powers in the Company. Other issues raised in this petition [C.P.No. 113 of 2000] relate to sale and transfer of 2000 shares held by the Company in M/s. Surma Valley Stock Limited and increase in the paid-up capital of the Company by unpaid amount on the 400 shares held by M/s. Surma Valley Stock Limited. The learned Board held that the sale and transfer of 2000 shares had been done allegedly only to increase the voting power, and not for any bona fide purpose. 3. Company Petition No. 8 of 1998 was filed under Sections 397 and 398 of the Companies Act, 1956 complaining of control of the Company by minority shareholders in consequence of the resolution passed at the AGM of the Company held on 29-9-1997. This petition was heard along with Company Petition No. 16 of 1998 which was filed to stall transfer of shares in favour of Tusnial Group (Respondent Nos. 11 to 17). This petition was heard along with Company Petition No. 16 of 1998 which was filed to stall transfer of shares in favour of Tusnial Group (Respondent Nos. 11 to 17). Question of dormant shares to the extent of 1085 was also an issue in the said petitions. The aforesaid Company Petition Nos. 8 of 1998 and 16 of 1998 were disposed of by a common order passed on 1st June, 1999 directing that an Extra-Ordinary General Meeting (EOGM) to be held for the purpose of appointment of the Directors in accordance with the wishes of the majority of the shareholders. The aforesaid order dated 1st June, 1999 was also upheld by this Court by an order passed on 20-11-1999 in Company Appeal Nos. 9 of 1999, 11 of 1999 and 14 of 1999. An EOGM was convened and held on 29-11-1999 pursuant to the direction of the Company Law Board as affirmed by this Court. Allegations were made of mass scale false voting including that of death and untraceable voters to the extent of 1085 shares. The Company Law Board by the impugned order dated 4th April, 2000, on appreciation of the facts made available by the parties, declared the election as invalid. The operative part of the order dated 4th April, 2000 is quoted below :-- "6. Thus, our conclusion that but for manipulation, the total number of votes polled in the EOGM could not have been 48,480 is also supported by the affidavits of these three directors. Accordingly, we hold that re-election of the retiring directors was effected through manipulation of votes cast and as such we declare their re-election as invalid. Since the directors proposed by the petitioners obtained 23740 votes constituting more than 5096 of the effective voting of 41830, we declare them to have been elected in the EOGM. In view of this, we direct the Board of Directors of the company to hand over the Board to the directors whom we have declared as elected. Such handing over should be effected within 10 days from the date of receipt of this order." 4. In Company Appeal No. 2 of 2001, the order dated 29-11-2001 passed by the Company Law Board, Principal Bench, New Delhi in Company Petition No. 113 of 2000 is in challenge. Such handing over should be effected within 10 days from the date of receipt of this order." 4. In Company Appeal No. 2 of 2001, the order dated 29-11-2001 passed by the Company Law Board, Principal Bench, New Delhi in Company Petition No. 113 of 2000 is in challenge. In this Company Petition No. 113 of 2000, the respondents herein, as petitioners, controverted the legality and validity of sale and transfer of 2000 shares held by the Company in one M/s. Surma Valley Stock Limited and increase in the paid-up capital of the Company by accepting unpaid amount on the 400 shares held by M/s. Surma Valley Stock Limited in the Company. Additional prayer was incorporated for appropriate direction for handing over the assets and properties of the Company to the Board consisting of the petitioners' group as Directors in terms of the order dated 4-4-2000 of the Company Law Board. After hearing the parties, the Company Law Board in the impugned order dated 29-11-2001 observed as follows :-- "(i) Therefore, it is a fit case wherein the sale of 2000 shares to the 7 persons should be cancelled and the shares restored in the name of the company. (ii) As far as the paid up value of 400 shares in Surma is concerned since we have found that the same had been done only to increase the voting power and not for any bona fide purposes, the company will not allow voting on the shares beyond Rs. 10 per share till the disposal of the appeal before the Guwahati High Court, where-after, the Board of the company will take a decision either to retain the paid up value at Rs. 50 or reduce it to Rs. 10 after refunding the balance Rs. 40 and effect reduction in the share capital. (iii) Insofar as the registration of 177 shares, since the stand of the respondents is that the transfer instruments are defective, we direct the company to return the share certificates along with the transfer instruments are defective, we direct the company to return the share certificates along with the transfer instruments, if they are with the company, within 15 days from the date of this order to the petitioners. The petitioners may relodge the same with proper instruments of transfer. The company should register the transfer of these shares within 15 days of relodgment. The petitioners may relodge the same with proper instruments of transfer. The company should register the transfer of these shares within 15 days of relodgment. (iv) Insofar as the issue of duplicate certificates is concerned, considering the nature of shareholding in the company and the controversies surrounding the same, we direct the company to keep all the requests received for issue of duplicate certificates pending, till the Gauhati High Court disposes of the appeal." 5. Mr. K.N. Choudhury, learned senior counsel for the appellants argued that the EOGM meeting dated 29-11-1999 was held under the Chairmanship of Hon'ble Mr. Justice J.M. Srivastava as per direction of the Company Law Board and the minutes of the meeting have been drawn in accordance with the provisions of Sections 193 and 194 of the Companies Act, 1956. The minutes assumed the status of conclusive evidence of the proceedings recorded under Section 195. Therefore, the election of the appellants to the Board of Directors could not be declared as invalid inasmuch as the minutes of the meeting remain unassailed. According to Mr. Choudhury, the declaration that the election of the appellants is invalid is in conflict with the provisions of Sections 193 and 194 of the Companies Act, 1956. Mr. Choudhury further argued that the findings and decision recorded in the order dated 4-4-2000 are based on conjectures and surmises without any material basis. According to Shri Choudhury, presumption drawn by the Company Law Board that 1085 shares in the Company are dormant is not sustainable in law. The Company has no power to prevent the shareholders from exercising their voting right as and when they wish to do so. Shri Choudhury further elaborated that the result of the meeting could not have gone in favour of the Respondents even if their contention of false voting of shares (based on letters produced by the respondents) is accepted in view of the total value of votes polled in favour of the respondents. Shri Chouhdury further submitted that the Directors having been elected in the EOGM dated 29-11-1999 have been continuing in office on the strength of the interim order dated 5-5-2000 passed in Company Appeal No. 2 of 2000 and all of them by now would have retired by rotation by operation of law. Therefore, the order dated 4-4-2000 passed by the Company Law Board has become infructuous and consequently not capable of implementation. Therefore, the order dated 4-4-2000 passed by the Company Law Board has become infructuous and consequently not capable of implementation. Shri Choudhury forcefully argued that only possible outcome of the instant litigation would be appropriate direction for holding of fresh election of the Directors as per provisions of law. Shri Choudhury submitted that the appellant Company may be given the liberty to discharge its statutory functions as per Sections 166 and 167 of the Act of 1956 by immediately conveying the Annual General Meeting in the interest of the Company as well as shareholders. 6. Mr. S. Banerjee, learned senior counsel challenged the maintainability of the appeals on the ground that Section 10F of the Companies Act, 1956 provide for appeal only on question of law and that no question of law is discernible in the two appeals at hand. Shri Banerjee further submitted that the Appellate Court is not authorized by law to re-appreciate the evidence considered by the Company Law Board except where perversity is apparent on the face of record. According to Shri Banerjee, the Company Law Board had no option but to draw adverse inference on the basis of actual factual position. The allegation of false proxies, casting of votes of dead shareholders and various other manipulations were not controverted by the appellants in their affidavit before the Company Law Board. 7. Section 10F of the Act of 1956 provide for appeal against the decision or order of the Company Law Board within 60 days from the date of communication of the decision or order on any question of law arising out of such order. Mr. Choudhury during the course of argument as well as in the written statement pointed out that the statements made in paras 5, 6 and 7 of the Memorandum of Appeal are relatable to the questions of law. In the aforesaid two memoranda of appeals, no specific question has been formulated for adjudication by the Court. However, summary thereof indicate that challenge to the impugned orders is founded on the ground that the Company Law Board came to the aforesaid conclusion without any evidence on record. 8. It appears that the appellants did not produce any material including Shareholders' Register before the Company Law Board to controvert the allegations of manipulation of record. However, summary thereof indicate that challenge to the impugned orders is founded on the ground that the Company Law Board came to the aforesaid conclusion without any evidence on record. 8. It appears that the appellants did not produce any material including Shareholders' Register before the Company Law Board to controvert the allegations of manipulation of record. Even allegations of false proxies, casting of dead shareholders' votes and other manipulations have not been denied by the appellants in their affidavit filed before the Company Law Board. It further, appears that 1085 shares in the Company were dormant and, as such no vote could be cast on such shares. These findings of the Company Law Board stood affirmed on dismissal of the Company Appeal Nos. 9 of 1999, 11 of 1999 and 14 of 1999 by this Court by a common Judgment and Order dated 29-11-1999. It is not disputed that the shareholders of 1085 shares did not claim any dividend in respect of their shares for a long time. Many of the original shareholders are from places which are now in Bangladesh. Therefore, these shares could not have suddenly become active only for the purpose of voting in the EOGM, dated 29-11-1999 and, that too, to cast votes in favour of the appellants. The Company Law Board appears to have had no option but to draw adverse inference since the appellants failed to produce the relevant documents before the Board. Consequently, the Board had exercised discretion. That apart, the Board found the element of mismanagement in sale of shares held by the Company in M/s. Surma Valley Stock Limited. No attempt was made by the appellant before the Board to justify the sale of shares. Even, the details of the sale and the consideration received on such sale were not disclosed. According to the Board, the aforesaid sale was affected by the appellants in order to gain control over the Company. It is under these circumstances, the Company Law Board came to the conclusion that the effective votes available in the EOGM, dated 29-11-1999 was 41,830 and not 48,480 and, therefore, the respondents having secured 23,740 votes were entitled to be declared as elected. It is in these backdrop, the Board directed the Board of Directors of the Company to hand over the Board to the respondent Group. It is in these backdrop, the Board directed the Board of Directors of the Company to hand over the Board to the respondent Group. The decisions of the Company Law Board narrated in brief above are based on consideration of factual details made available by the parties. This Court in the given circumstances is unable to discern any perversity in the findings of the Board. Inferences and presumption drawn by the Board were unavoidable for default by the appellants in producing the relevant records. There is, therefore, practically no question of law involved in the appeals. The settled position of law is that an authority vested with discretion by law is to exercise such discretion based on record. The Company Law Board acted in exercise of jurisdiction vested in it based on materials placed before it. This Court at the appellate stage would not like to interfere with such decision arrived at on reappreciation of evidence or factual details as this would alternatively disturb the findings of the Company Law Board which apparently does not suffer from any infirmity. 9. The learned counsel for both the parties during the course of argument expressed the necessity of holding free and fair election after correction of Shareholders' Register in the interest of the company. Suggestions were also advanced by the learned Counsel for resolution of the dispute by holding fresh election which is otherwise due in view of lapse of time. Considering the gamut of the entire situation, this Court proposes to dispose of both the appeals with the following directions :-- An interim Board of Directors shall be constituted with four representatives from the appellants and another four from the respondents groups for the purpose of correcting the shareholders' register under supervision of an observer to be nominated by the Company Law Board. The interim board shall examine transfer of shares subsequent to June, 1997 and determine the legality and validity thereof including increase in paid-up capital of the Company by accepting Rs. 16,000 from M/s. Surma Valley Stock Limited and for this purpose the observer to be appointed by the Company Law Board may exercise casting votes, if necessary. Once the exercise is completed, the EOGM should be held for election of the Board of Directors in presence of the observer. The remuneration of the observer shall be as may be determined by the Company Law Board. Once the exercise is completed, the EOGM should be held for election of the Board of Directors in presence of the observer. The remuneration of the observer shall be as may be determined by the Company Law Board. The Company Law Board may in addition also appoint a reputed firm of auditors for scrutiny of all financial transaction of the Company subsequent to 29-9-1997. 10. Both the appeals stand disposed of subject to above directions.