JUDGMENT : K.K. Lahoti, J. 1. This is an appeal under Section 10F of the Companies Act, 1956, by which two orders passed by the Company Law Board, Principal Bench, New Delhi dated February 16, 2009, annexure MA/10 and dated February 23, 2009, annexure MA/13 are challenged by the appellants. 2. It would be appropriate if the three orders, which are relevant, are referred for convenience. 3. Order dated February 10, 2009, annexure MA/13 reads as under: Application mentioned. Reply to be filed by February 20, 2009. The application will be heard on February 23, 2009, at 10.30 a.m. The applicant to serve a copy of the order on all the parties along with a copy of the application immediately. Notwithstanding anything contained in the articles, majority decision will prevail on any matter if any board meeting is held till February 23, 2009. 4. Order dated February 16, 2009, annexure MA/10 reads as under: Application C.A. No. 72 of 2009 mentioned. Considering the fact that my order dated February 10, 2009, was passed for the limited purpose of passing resolution relating to bank operations, the board could not have transacted any other counters. However, from the instant application and the minutes produced by counsel for the petitioner that various far reaching decisions were taken in the board meeting, held on February 14, 2009. Therefore, I direct the company not to act on any of the decisions taken in the meeting till further orders. None of the said decision will be binding on any of the parties also till further orders. I record the statement of counsel for the managing director that bank operations have been regularised. 5. Order dated February 23, 2009, annexure MA/13 reads as under: 1. After hearing counsel in relation to the orders dated February 10, 2009/February 16, 2009 and notwithstanding any decision taken by the company in its board meeting held on February 14, 2009, I pass the following order in regard to the editorship, bank operation, etc., of Rewa edition and Bhopal edition of M/s. Jagran Publications P. Ltd.: (a) Rewa edition: Editor, Printer and Publisher--Shri Madan Mohan Gupta. Resident editor--Shri Sanjiv Mohan Gupta. Managing director of respondent No. 1 company--Shri Ashutosh Mohan Gupta. Bank Account with PNB, Rewa A/c 491002100026300--Authorised signatory--Shri Ashutosh Mohan Gupta. (b) Bhopal edition: Editor, Printer and Publisher--Shri Rajiv Mohan Gupta. Resident editor--Shri Hari Mohan Gupta. Managing director--Shri Ashutosh Mohan Gupta. Resident editor--Shri Sanjiv Mohan Gupta. Managing director of respondent No. 1 company--Shri Ashutosh Mohan Gupta. Bank Account with PNB, Rewa A/c 491002100026300--Authorised signatory--Shri Ashutosh Mohan Gupta. (b) Bhopal edition: Editor, Printer and Publisher--Shri Rajiv Mohan Gupta. Resident editor--Shri Hari Mohan Gupta. Managing director--Shri Ashutosh Mohan Gupta. Bank account with Allahabad Bank, Bhopal--A/c No. 200231143013 with the same authorised signatory, immediately prior to February 14, 2009. 2. The company/concerned parties shall furnish a copy of this order to the concerned governmental agencies and the banks for taking on record and act in accordance with this order. 6. The appellants herein are husband and wife. Appellant No. 1 is a director of M/s. Jagran Publications P. Ltd., respondent No. 1 herein. Appellant No. 2 was earlier a director of respondent No. 1, but she resigned and nominated appellant No. 1 as a director of respondent No. 1. The dispute at present is in respect of newspaper publication of respondent No. 1 at Rewa about which, the appellants alleged before the Company Law Board that since 2005, no board meeting took place. The company had not complied with various provisions of the Companies Act, 1956, namely, Sections 209, 209A, 210, 215, 216, 217, 219, 228, etc. As per the articles of association of the company, it was a necessary requirement of the board for quorum that minimum two directors from the M.P. group and two directors from the U.P. group shall attend the meeting and in absence of which the meeting cannot be held. The allegations of the appellants before the Company Law Board were that the M.P. group was not co-operating and minimum number of two directors from the M.P. group were not attending the meeting, which was necessary for the quorum, so it was not possible to convene a meeting of the board of directors. Appellant No. 2 filed an application before the Company Law Board dated February 10, 2009, seeking following reliefs: (i) Respondent No. 2 Mr. Ashutosh Mohan Gupta may be removed from his office of managing director with immediate effect and instead, the board of directors of respondent No. 1 company may be authorised to conduct and manage the affairs of the company and take all the decisions in this regard with a majority vote. (ii) My husband Mr. Ashutosh Mohan Gupta may be removed from his office of managing director with immediate effect and instead, the board of directors of respondent No. 1 company may be authorised to conduct and manage the affairs of the company and take all the decisions in this regard with a majority vote. (ii) My husband Mr. Sanjiv Mohan Gupta may be allowed to work smoothly as the resident editor of Rewa edition of Dainik Jagran with immediate effect without any interference, disturbance, hindrance from the respondent group. (iii) In order to give effect to the prayer (i) above, it is more specifically prayed that: (a) Requirement of presence of two nominees each of the petitioner and respondent group to form a valid quorum for board meeting as prescribed in article 57 of the articles of association of respondent No. 1 company may be dispensed with and the provisions of the Companies Act, 1956, with regard to quorum be made applicable. (b) The board of directors may be authorised to appoint managing director vesting in him such powers as board of directors may decide with majority vote for the management of the affairs of the company. (iv) Any other relief which this hon'ble Board may deem fit and necessary in the instant question. 7. It appears that on February 10, 2009, itself the Company Law Board took cognisance of the matter and directed the other side to file reply by February 20, 2009 and the next date of hearing was fixed as February 23, 2009, for consideration of the application. The Company Law Board further directed that "notwithstanding anything contained in the articles, majority decision will prevail on any matter if any board meeting is held till February 23,2009". It appears that thereafter on February 11, 2009, a notice for convening meeting for February 14, 2009, was issued. A meeting was convened on February 14, 2009, in which various resolutions were passed by the board of directors and it is stated that out of eight directors, five were present in the said meeting. From the perusal of minutes of the said meeting, which are on record at page 71 of the paper book, it appears that crucial decisions touching the management of the company were also taken by the board of directors. 8. From the perusal of minutes of the said meeting, which are on record at page 71 of the paper book, it appears that crucial decisions touching the management of the company were also taken by the board of directors. 8. The respondents on knowing the aforesaid resolutions by the board approached the Company Law Board by filing an application dated February 16, 2009, annexure A/9 (at page 102 of the paper book) raising serious allegations in respect of the meeting dated February 14, 2009 and prayed before the Company Law Board that status quo ante prior to dated February 14, 2009, be maintained and the operation and effect of notice dated February 11, 2009 and resolution dated February 14, 2009, be stayed. The Company Law Board after hearing the parties on February 16, 2009, passed the aforesaid order. Thereafter on February 23, 2009, the Company Law Board passed another order which has been referred hereinabove. 9. Learned Counsel for the appellants submitted that the orders dated February 16, 2009 and February 23, 2009, were passed without assigning any reason or considering the merits of the case. The board of directors on majority took a decision on February 14, 2009, in which the decisions were taken in the interest of the company to make it viable and the Company Law Board without considering the merits of the decisions of the board of directors, passed an order on February 23, 2009, which jeopardised the interest of the company. It was submitted by Shri Tankha, learned senior advocate that the order dated February 16, 2009 and February 23, 2009, be quashed and the resolution dated February 14, 2009, by the board of directors be given effect to. In the alternative, it was submitted that the Company Law Board be directed to decide the matter, considering the merits of the case, in particular, non-co-operation of the M.P. group in convening the meeting by non-participation in the meeting. 10. Learned Counsel appearing for the respondents opposed the aforesaid contention and submitted that in fact there is no U.P. group in existence and at present respondent No. 2 M/s. Jagran Prakashan Ltd., is a limited company, so the aforesaid contention of the appellants has no substance. Respondents Nos. 4, 5 and 6 were taking care of the respondent No. 1-company. Learned Counsel appearing for the respondents opposed the aforesaid contention and submitted that in fact there is no U.P. group in existence and at present respondent No. 2 M/s. Jagran Prakashan Ltd., is a limited company, so the aforesaid contention of the appellants has no substance. Respondents Nos. 4, 5 and 6 were taking care of the respondent No. 1-company. Initial order dated February 10, 2009, itself was passed without assigning any reason and considering the merits of the case. It was submitted that the articles of association of the company makes certain provisions in respect of board meeting which could not be by-passed by an unreasoned order. The Company Law Board is seized with the matter and fixed the case for hearing on March 23 and 24, 2009 and the order dated February 23, 2009, was passed by restoring the status-quo ante prior to February 14, 2009, which was just and proper. 11. From the perusal of the orders dated February 10, 2009, February 16, 2009 and February 23, 2009, I find that no reasons were assigned by the Company Law Board by passing these orders. The matter was contested by the parties on merits and while passing any order, the Company Law Board ought to have considered the rival contentions of the parties and thereafter could have passed a reasoned order. But the Company Law Board on February 10, 2009, while passing the order on the application filed by appellant No. 2 permitted the board to take a decision by majority in spite of the fact that there were certain provisions in the articles of association of the company which ought to have been taken care of by the Company Law Board, while passing such order. Then on February 16, 2009, the Company Law Board considered this aspect and passed an order but without assigning any reason. Though the orders were passed by way of interim arrangements but were having far reaching consequences on the parties and virtually were having the effect of a final order affecting the rights of parties, in respect of management of the company. In these circumstances the Board ought to have assigned reasons for passing such orders. See Union of India v. Jai Prakash Singh [2007] 10 SCC 712. In these circumstances the Board ought to have assigned reasons for passing such orders. See Union of India v. Jai Prakash Singh [2007] 10 SCC 712. On February 23, 2009, again the Company Law Board directed to maintain status-quo ante prior to February 14, 2009, that too by an unreasoned order. In these circumstances, orders dated February 10, 2009, February 16, 2009 and February 23, 2009, are not sustainable in law and accordingly are quashed and the matter is remanded back to the Company Law Board with following directions: (i) The Company Law Board on next date of hearing, i.e., March 23 and 24, 2009, shall consider the matter after hearing both parties on merits. While considering merits of the case, the Company Law Board shall look into the grievance/allegations of the appellants and also of the respondents and thereafter, decide the matter afresh without being prejudiced with the earlier orders passed by the Company Law Board and the decision of the board of directors dated February 14, 2009. (ii) If for any justified reason, the Company Law Board is unable to take up the proceeding or decide the application filed by the parties on the next date of hearing, the Company Law Board shall make an endeavour to decide the matter expeditiously as far as possible within a period of one week thereafter. (iii) Till the matter is decided by the Company Law Board as directed hereinabove, the interim arrangement as directed by the order dated February 23, 2009, by the Company Law Board shall continue, but it shall be treated as an interim arrangement till the decision on the applications by the Company Law Board. The Company Law Board shall not prejudice itself with the fact that this Court has maintained the order dated February 23, 2009, by way of interim arrangement. (iv) In the meantime, the parties shall maintain status-quo in respect of the management, status of the employees, bank accounts and other assets of the company and if any exigency arises, then the concerned party shall obtain a specific order from the Company Law Board in this regard. None of the parties shall approach the local administration or the police for interference in the management, but the Company Law Board shall be free to pass an order to meet out such exigency. 12. Considering facts of the case, there shall be no order as to costs. None of the parties shall approach the local administration or the police for interference in the management, but the Company Law Board shall be free to pass an order to meet out such exigency. 12. Considering facts of the case, there shall be no order as to costs. 13. C.C. as per rules.