Judgment : N. PAUL VASANTHAKUMAR, J. This appeal is filed against the order made by the Company Law Board in C.A. No. 18 of 2009, dated 8. 2009. 2. The appellant herein filed C.P. No. 14 of 2008 before the Company Law Board contending that the first respondent company was incorporated on 11. 2000. As per Article 15 of the Articles of Association, there are five subscribers including the appellant and at present, there are four Directors and the second respondent is the Managing Director. The appellant is having 90,000 shares. The main object of the company is to manufacture and deal with all types of Paper and Paper Boards, and to carry out all types of conversion work in Paper and Paper Board and at present, the company is engaged in the manufacture of Cone Board, Grey Board Yellow and Green Board and Craft Boards, meant for packaging. According to the appellant, the Company has an installed capacity of 3000 Metric Tones per annum and in 2005-06, the actual production was 2653.96 Metric Tones, though the actual production was 3223.87 Metric Tones. The Company is having fixed assets worth Rs. 1,73,28,536/-. As per audited balance sheet dated 33. 2007, a sum of Rs. 62,47,596/-was shown as secured loans, out of which Rs. 33,94,742/- was borrowed from the State Bank of India and the Term Loan borrowed from the Tamil Nadu Industrial investment Corporation Limited (TIIC) was Rs. 25,27,112/-. There are Hire Purchase Loans from the financial institutions amounting to Rs. 3,25,742/-. The registered office of the Company was shifted to another place in the same town on 14. 2008. According to the appellant, the said shifting had happened without any meeting of the Board of Directors or Shareholders. The appellant, who is a Director and Shareholder of the Company was not given any notice to attend the Board Meeting for considering the shifting of the registered office and the respondents behaved in suspicious manner and they have taken custody of the books of account, cheque books and other records. 3. According to the appellant, the records were fabricated, as if Board of Directors have validly passed a resolution and an attempt was made to alter the cheque signing power in their favour. 3. According to the appellant, the records were fabricated, as if Board of Directors have validly passed a resolution and an attempt was made to alter the cheque signing power in their favour. It is also alleged that the present Director of the Company, other than the appellant are related to each other than they formed a group and the respondents are including in several activities including alienation of the property of the Company for personal gains. It is further alleged that the respondents are engaged in borrowing heavily from money-lenders and are attempting to alter the composition of Board of Directors to said line the appellant and there is no hope or possibility for smooth and efficient continuance of the first respondents company going as an concern, unless the respondents come forward to conduct the affairs of the company in a transparent manner. There is oppression in the conduct of the business of the company and the same is prejudicial to the interest of the company. There is no hope for reconciliation between the two groups and parting of way is the only equitable way out the Company Law Board was empowered of equitable orders to the remedy the situation. Pointing of the above averments among other things, the appellant has prayed for the followings reliefs: (a) The fair valuation of shares of the Company may be directed to be carried out through a reputed firm of Chartered Accountants or the statutory auditors of the Company, (b) The respondents Nos. 2 to 5 may be directed to sell all their shares to the petitioner at fair price. (c) In the alternative, respondents 2 to 5 may be directed to buy out the shares of the petitioners at fair price. (d) To declare the shifting of registered office on 14. 2008 as null and void and illegal. (e) To declare the resolution submitted to Banks altering the bank account operating mandates as null and void and illegal. (f) To directed the respondents to install the petitioner as the Managing Director of the Company if the Hon’ble Bench considers it possible for joint management of the affairs of the Company with suitable conditions for protecting the interest of the shareholders of the Company. (f) To directed the respondents to install the petitioner as the Managing Director of the Company if the Hon’ble Bench considers it possible for joint management of the affairs of the Company with suitable conditions for protecting the interest of the shareholders of the Company. (g) Such further orders may he passed as the Hon’ble Bench may deem fit in order to render justice in the interests of respondent No 1 and to provide adequate and necessary relief to the aggrieved petitioner. 4. Pending disposal of the said Company petition, interim relief was also sought for by the appellant. The Company Law Board, by order dated 25. 2008, passed interim order based on the apprehension expressed by the appellant and directed as follows: “(a) Both the parties shall maintain the present status quo regarding shareholding pattern in the Company until further orders; and (b) The respondents shall not alienate any of the immovable properties belonging to the Company, till disposal of the Company petition, without leave of the Bench.” 5. The respondents herein filed Company Application No. 18 of 2009 under Regulation 44 of the Company Law Board Regulations, 1991, and prayed for a direction to modify the order dated 25. 2008 and to permit the Company to create a charge in respect of the plaint and machinery, land and building, in favour of TIIC to avail the loan of Rs 99 lakhs as per TIIC’s letter dated 33. 2009. The said application was filed on the ground that the company petition filed by the appellant while functioning as an Executive Director is not maintainable and dispute arose between the appellant and the other Directors, as the appellant started utilizing the company’s banking accounts for his own business and instead of sorting out the differences, he filed C.P. No. 14 of 2008 for oppression and mismanagement of the affairs of the company and the main relief sought for is to value the share of the company and direct the respondents to sell their shares to him for the value fixed by the auditor or direct the respondents to purchase the appellant’s shares. 6. According to the respondents, the paid up capital of the company is Rs. 30 lakhs consisting of 3 lakhs equity shares of Rs. 10/- each. The appellant is holding 90 equity shares of Rs. 10/- each and the balance 2,10,000 equity shares of Rs. 6. According to the respondents, the paid up capital of the company is Rs. 30 lakhs consisting of 3 lakhs equity shares of Rs. 10/- each. The appellant is holding 90 equity shares of Rs. 10/- each and the balance 2,10,000 equity shares of Rs. 10 each being held by the respondents. After dispute, the appellant has withdrawn the personal guarantee to the State Bank of India and the TIIC. He has also withdrawn the collateral security of the property given by one of his refused to the State Bank of India. He has also refused to furnish the personal guarantee to the TIIC, which sanctioned the Term Loan of Rs. 40 lakhs. The Company had already availed the Term Loan from TIIC as it has mortgaged its plaint and machinery, land and building. In view of the withdrawal of the personal guarantee and collateral security to the State Bank of India, the second respondent gave his house property as collateral security for availing the loan from the State Bank of India. The Company is in need of further funds for modernization of its plant and machineries and for construction of the factory to comply with the norms laid down by the pollution Control Authority and directions of the Inspector of Factories. 7. The consent order issued by the pollution Control Authority was valid up to 30.9.2008 and thereafter, the company requested to grant further time for compliance. Therefore, the Company needs further funds and due to the hostile attitude adopted by the appellant, the second respondents in its Board meeting held on 26. 2008 informed to the Board that the TIIC was likely to. Sanction the loan for additional construction and for the purchase of plant and machineries. The Company approached TIIC for the same and the TIIC after getting itself satisfied, sanctioned a Term Loan of Rs. 99 lakhs by order dated 33. 2009 on condition that the Company must create a further charge in respect of the plant and machineries and land and building in its favour and it must increase its paid up capital of Rs. 54.73 lakhs. The TIIC also directed to get permission from the Company Law Board to avail the loan. The Board meeting was held on s 26. 2008 and after the said meeting, the appellant sought for leave for his absence, which was granted by the Board. 54.73 lakhs. The TIIC also directed to get permission from the Company Law Board to avail the loan. The Board meeting was held on s 26. 2008 and after the said meeting, the appellant sought for leave for his absence, which was granted by the Board. Due to inability of certain Directors to attend the meetings at the factory premises, the Board has changed the place of business to its registered office. The appellant already informed his inability to attend the meeting and therefore he was not informed of the change of venue of the meeting. The Company should not discharge its affluent in the open land and therefore, it has to make necessary arrangements to treat the effluent. The Inspector of the Factories pointed out that the thatched shed must be replaced by proper roof. 8. The said prayer made by the respondents considered by the Company Law Board and modified the earlier order, by order dated 8. 2009, which is challenged in this appeal by contending that the personal for borrowing a huge Term Loan from TIIC has not been discussed in its Board meeting dated 26. 2008 and no resolution of the Board was placed before the Company Law Board and while passing order of the Company Law Board, the report of the inspector of Factories and the pollution Control Board were not furnished and the order of the Board being of the year 2008, there is no basis or urgency to pass the impugned order. The Company Law Board has given permission without providing any safeguards and by granting such an order, the Company Law Board permitted one group of the management to take advantage of their majority and oppressed the minority shareholders. The paramount interest of the company has not been considered and sufficient safeguards to ensure proper utilization of the borrowed funds are not incorporated in the order. 9. Heard the learned senior counsel appearing for the appellant, who submitted that there is no urgency to pass the impugned order as the main company petition itself is posted for final hearing on 9. 2009 and by permitting the respondents to avail the said loan amount, there is likelihood misappropriation and the liability of the company will be increased and the appellant’s minority shareholders’ right will be seriously prejudiced. 2009 and by permitting the respondents to avail the said loan amount, there is likelihood misappropriation and the liability of the company will be increased and the appellant’s minority shareholders’ right will be seriously prejudiced. The Company Law Board given perverse finding without any evidence adduced by the respondents, this Court is entitled to interfere with the order under Section 10-F of the Companies Act, 1956. 10. The learned counsel for the respondents on the other hand submitted that the prayer in the company petition is either respondents 2 to 5 to sell all their shares to the appellant or in the alternate, respondents 2 to 5 have to buy the shares of the appellant at fair price and therefore, the appellant is no longer interested in the welfare of the Company and he is interested in selling his shares at fair price. The learned counsel also relied on the letter issued by the Pollution Control Authorities dated 30.4.2008 giving direction to have a treatment planet, for which, the Company gave a reply on 5. 2008 seeking two months time to have a storage tank to treat the effluent. The learned counsel also relied on the letter issued by the pollution Control Board dated 25. 2008 giving a warning to the Company that if effluents are discharged on land without any treatment, penal provision of the Water (Prevention and Control of Pollution) Act, 1947. will be attracted, for which also, a reply was given on 16. 2008 giving assurance to complete the treatment planet within one month. The learned counsel also pointed out the letter given by the appellant dated 16. 2008 stating his inability to attend the Board meeting on 26. 2008 and the decision taken in the said Board meeting to get loan from TIIC. The loan sanction order dated 33. 2009 is also produced to show that the said loan sanction can be availed within six months i.e. before 29. 2009. 2008 stating his inability to attend the Board meeting on 26. 2008 and the decision taken in the said Board meeting to get loan from TIIC. The loan sanction order dated 33. 2009 is also produced to show that the said loan sanction can be availed within six months i.e. before 29. 2009. The learned counsel further argued that the order of the Company Law Board protects the interest of the appellant by giving a direction to allot increased shares capital i.e. 1/3rd of the enhanced share capital or to increase the proportionate percentage of shareholding to the appellant and if the appellant is not willing to subscribe to the allotted shares, the Company shall allot the same proportion, which he is now holding at a later date, as and when he is willing to subscribe. The learned counsel ultimately pointed out that there is no question of law arises to interfere under Section 10-F of the Companies Act, 1956, and to interfere with the order passed by the Company Law Board. 11. I have considered the rival submissions made by the learned senior counsel for the respondents. 12. The appellant prayed in his C.P. No. 14 of 2008 that the other Directors are functioning as one group and they are related to each other and there is lack of confidence between the appellant and the other group and there is no scope for reconciliation and that the two groups cannot coexist together and parting of way is the only equitable way out. On the basis of the above averments among other things, the prayer sought for is to direct the respondents 2 to 5 sell their shares to the appellant at fair price or in the alternate, direct the respondents 2 to 5 to buy out the shares of the appellant at fair price. 13. Taking note of the averments made in the petition, the Company Law Board by its order dated 25. 2008 directed the parties to maintain status quo regarding shareholding until further orders with a further direction to the respondents not to alienate any of the immovable properties belonging to the Company till the disposal of the company petition, without leave of the Bench. The State Bank of India sanctioned a sum of Rs. 35 lakhs on 24. 2008 towards case credit and a sum pf Rs. 5 lakhs toward DDP limit. The State Bank of India sanctioned a sum of Rs. 35 lakhs on 24. 2008 towards case credit and a sum pf Rs. 5 lakhs toward DDP limit. When the credit facility came for renewal, the appellant refused to extend the personal guarantee and informed the State Bank of India that he is withdrawing the personal guarantee given and also the collateral security furnished. Since the appellant has given such a latter, the Managing Director came forward to furnish his house property as collateral security to the bank. The Company also availed the Term Loan Rs. 25,27,112/- from TMC on 33. 2008 and as on 33. 2008, a sum of Rs. 17.18,112/-is outstanding. The company resolved to rebuild the Effluent Treatment plant and construct additional building to meet the compliance of the pollution Control Board’s requirement in its meeting held on 26. 2008. 14. The TIIC earlier sanctioned Rs. 40 lakhs by letter dated 3/1/2008 on condition that the Directors including the appellant. Shall extend their personal guarantee and collateral security. The appellant expressed his unwillingness to give personal guarantee and collateral security. Therefore, the TIIC was reluctant to release the loan amount. Thereafter, the TIIC came forward to provide a long Term Loan of Rs. 99 lakhs and exempted the appellant from giving personal guarantee and collateral security. The said loan was sanctioned on 31/3/2009 with a condition to obtain prior approval from the Company Law Board and also with a further condition that the same shall be availed for building construction and the purchase of further plant and machinery. 15. The Company Law Board taking note of the above aspects, particularly, the charging of the assest of the Company as required by the TIIC will not in any way affect the appellant, who is not required to give any personal guarantee, chosen to modify its earlier order dated 29. 2008 and permit the Company to avail the loan and execute the necessary security documents to the TIIC, so that the Company will be benefited. The Company Law Board had also taken note of the expiry of the time by 29. 2009, as mentioned in the loan sanction order. 2008 and permit the Company to avail the loan and execute the necessary security documents to the TIIC, so that the Company will be benefited. The Company Law Board had also taken note of the expiry of the time by 29. 2009, as mentioned in the loan sanction order. The paramount interested of the Company was taken note of by the Company Law Board and order to create or modify the charge already created in respect of plaint and machinery, land and building of the Company in favour of the TIIC to avail the said loan granting permission to the respondents to enhance the share capital to Rs. 60 lakhs from Rs. 30 lakhs in accordance with its Memorandum of Articles of Association and after taking a decision for enhancing the share capital, the appellant was order to be given 1/3rd enhanced share capital or allot according to the proportionate percentage of the shareholding as and when he is willing to subscribe. The order of loan sanction by TIIC dated 33. 2009 clearly states that the loan is sanctioned for the purchase and erection of machineries and for construction of additional building. 16. Taking note of the paramount Interest of the Company as well as the order passed by the Pollution Control Authority, Factory Inspector as well as the Loan Sanction Order by TIIC, the Company Law Board modified the earlier order of statues quo and passed the impugned order. Since valid reasons are stated in the impugned order by the Company Law Board, the same cannot be treated as a perverse finding without any material or evidence. The Company Law Board in its order relied on the letter written by the Pollution Control Authority and the Inspector of Factories and for continuance of the Company for its production, the Effluent Treatment plant has to be established and also purchase of new machinery and construction of building for passing the said order. In the said order passed by the Company Law Board, the appellant’s interest is also taken note of. There is no question of law arises to interfere with the said order of the Company Law Board, warranting interference under Section 10-F of the Companies Act, 1956. The Company Law Board is entitled to pass appropriate orders under Section 433 of the Act or under Section 397 and/or 398 of the Act to safeguard the interest of the shareholders. There is no question of law arises to interfere with the said order of the Company Law Board, warranting interference under Section 10-F of the Companies Act, 1956. The Company Law Board is entitled to pass appropriate orders under Section 433 of the Act or under Section 397 and/or 398 of the Act to safeguard the interest of the shareholders. 17. The learned counsel for the respondents submits that though the main company petition is posted on 19.2009, he has not fifed his reply to the amended pleadings and therefore, it will take some time to disposes of the company petition. 18. The role of Directors in a company is well settled and they are the trustees of the company and they are to act on behalf of the company in a fiduciary and their acts and deeds have to be exercised for the benefit of the Company. As the appellant is expressing apprehension of misusing the loan to be availed, I am of the view that the interest of justice would be met by directing the second respondents to file the statement of accounts before the Company Law Board, once in a month after availing the loan amount from the TIIC. The Company Law Board is directed to dispose of the C.P. No. 14 of 2008 as expeditiously as possible, and not later than six months from today. 19. The company appeal is dismissed with the above directions. No costs. Consequently, connected miscellaneous petition is also dismissed.