Hrishikesh Roy, J.;- Heard Ms. M. Hazarika, learned Senior Counsel appearing for the appellants. Also heard Dr. A.K. Saraf, learned Senior Counsel assisted by Mr. Kejriwal on behalf of the respondents who have also filed Cross Objection No. 3/2006. 2. The parties challenge the judgment and order dated 16.6.2005 rendered by the Learned Company Law Board, Principal Bench, New Delhi in Company Petition No. 17/2000, filed by the appellants (petitioners), alleging suppression and mismanagement against the respondents/cross objectors. 3. In the Company Petition filed before the learned Company Law Board (CLB), interalia, under Sections 397,398 and 402 of the Companies Act, 1956, the petitioners/ appellants claimed that they held 97.11% shares (1,43,728 shares) in the respondent No. 1 company M/s. Ashok Industries Pvt. Ltd. (hereinafter referred to as "the Company") whereas the respondent group held only 2.89% shares (4277 shares). The petitioners contended that the respondent No. 2 Shri Sushil Dhansiram Agarwal by misusing entrusted documents, got 83840 shares of the company (respondent No. 1) held by the appellant No. 4 transferred to the respondent No. 2 and respondent No. 3 in violation of Clauses 34,35 & 36 of the Memorandum of Articles of Association of the Company, without due authorization of the Board of Directors. Further unauthorized allotment of 1995 shares to respondent No. 5 by increasing the authorized share capital of the company was also alleged in the Company Petition before the CLB. 3.1. The CLB found substance in the allegations regarding unauthorized transfer of shares of respondent No. 1 company and accordingly by the impugned order, the transfer was set aside and the shares were directed to be reverted back to the original shareholder and share pattern of the Company was restored to its original position. 4. However as regards the further allegation of illegal and undervalued transfer of the company owned properties to the respondent No. 6, M/s. Electronics & Quality Development Centre and respondent No. 7, M/s. Aashna Electronics Pvt. Ltd., the learned Company Law Board opined that there is no need to interfere with those transaction and declined to grant any relief to the petitioners/ appellants. 4.1. Furthermore no declaration on the removal of the respondent No. 2 from the Directorship of the company (respondent No. 1) in the Extra Ordinary General Meeting (EOGM) held on 16.8.1999 by the appellants group was recorded by the learned Company Law Board. 5. 4.1. Furthermore no declaration on the removal of the respondent No. 2 from the Directorship of the company (respondent No. 1) in the Extra Ordinary General Meeting (EOGM) held on 16.8.1999 by the appellants group was recorded by the learned Company Law Board. 5. On behalf of the appellants it is argued by Ms. Hazarika that the respondent No. 2 by illegal transfer of shares held by the appellant No. 4 in the company (respondent No. 1), managed to alienate 2 valuable landed properties at Gandhinagar owned by the company (respondent No. 1) and without a consequential relief of restoration of the properties to the original owner, mere restoration of shares would hardly end the oppression and mismanagement indulged in by the respondent group and it is submitted that the learned Company Law Board ought to have given appropriate direction for future conduct of the company's affairs. 5.1. It is further submitted that since the company owned property were sold at a rate far below the market price to buyers under control of respondent No. 2, it was a fraud committed on the appellants who were the majority shareholders of the company (respondent No. 1) and the learned Company Law Board ought to have appropriately intervened in such acts of mismanagement, oppression and fraud indulged in by the respondent group. 5.2. It is alternately argued by Ms. Hazarika that if restoration of the transferred properties was not possible, the learned Company Law Board in order to bring the dispute to an end and to prevent oppression of the appellants group because of diminished worth of the company, should have directed for purchase of the shares of the appellants group by the respondent group and having failed to discharge this consequential responsibility, the learned Company Law Board has failed to discharge his obligation under the provisions of Sections 397/398 and 402 of the Companies Act. 5.3. The appellants also contended that the learned Company Law Board have erred by limiting itself to addressing only the issue of illegal transfer of shares without any consequential order on the oppression and mismanagement committed by the respondent group and for such reason, there should be a direction for a fresh adjudication of the Company Petition by the learned Company Law Board. 6. 6. On behalf of the respondents, it is argued that the learned Company Law Board could not have given any declaration of wrongful transfer of shares and could not have issued direction for reversion of shares especially when, in the petition before the learned Company Law Board, the appellants did not implead Smt. Seema Agarwal, who at the relevant time was a Director in the M/s. Ashok Fashion Fabrics Pvt. Ltd., the appellant No. 4 company and who is alleged to have facilitated transfer of the concerned shares. 6.1. It is further submitted that when the respondent No. 2 has challenged his removal from the Board of Directors of the company by filing Suit No. 4234/1999 before the City Civil Court at Ahmedabad, the issue of share transfer being closely linked to his entitlement to function as Director of the Company, in a summary procedure before the CLB without recording the necessary evidence, there could not have been any declaration that the share transfer was illegal and should therefore be reverted back to the original holder. 6.2. The learned counsel further argued that instead of deciding the issues raised by the petitioners in a summary proceeding before the CLB, the matters ought to have been decided by the Civil Court which can record evidence and effectively adjudicate the dispute and there should not have been any interference by the learned Company Law Board on the transfer of shares. 7. It appears from the rival submissions that both appellants and respondents are dissatisfied with the decision rendered by the learned Company Law Board, albeit for their respective reasons and counsels for both parties have made joint submission for remanding the matter back to the learned Company Law Board for a fresh decision, for resolving the dispute amongst the parties. 8. A reading of Sections 397 and 398 of the Companies Act shows that wide discretion is vested on the CLB to pass appropriate orders to prevent oppression and mismanagement in a company. The discretion vested on the learned Company Law Board is expected to be exercised to bring to an end oppressive and prejudicial conduct in the management of the affairs of the company. 9. The discretion vested on the learned Company Law Board is expected to be exercised to bring to an end oppressive and prejudicial conduct in the management of the affairs of the company. 9. Now if the impugned order is construed in light of the mandate of Sections 397 and 398 of the Companies Act, it is apparent that the learned Company Law Board stopped short and did not fully discharge its responsibilities to end oppression and mismanagement. The direction for re-transfers of shares is only a half measure and cannot resolve the state of affairs prevalent in the company causing oppression of a group of share holders and mismanagement of the Company. 10. In this case the company's property have been transferred to respondent controlled buyers by exercising illegal control over the company and even the undervalued consideration amount has been alleged to have been siphoned of. By such transfer the value of the company and its shares would naturally be diminished. Therefore mere reversion of the transferred shares of the Company to the original holder could hardly secure justice for the petitioners. Considering these circumstances, the learned Company law Board ought to have considered directing purchase of shares held by the appellants by the respondent group in order to prevent oppression of the appellant group. But this option was not at all explored by the CLB. 11. After declaring that share transfer was illegal and reversing the share transfer, the CLB ought to have considered the legality of the transaction facilitated through such illegal share transfer and should have passed appropriate orders for future management of the Company. But this was not done and the oppressions perpetrated by means of the illegal share transfer were not remedied by the learned CLB. 12. But this was not done and the oppressions perpetrated by means of the illegal share transfer were not remedied by the learned CLB. 12. If it was not possible for the learned Company Law Board to restore the alienated property to the company (respondent No. 1), the CLB ought to have considered issuing appropriate direction to the respondent group to purchase the shares held by the appellants at book value or any other fair price as may be determined and in the absence of any such direction, the oppression of one group by the other would persist and I am of the view that in this case, there has been a failure to exercise the discretionary power vested on the learned Company Law Board conferred by Sections 397,398 and 402 of the Companies Act. 13. In view of the above discussion and considering the common submissions made by the learned counsels, I feel that the interest of justice would be served by remanding the matter back to the learned Company Law Board to enable it to decide afresh, on the issues of oppression and mismanagement, in the functioning of the company. 14. The learned Company Law Board is accordingly directed to consider the contentions raised by the appellants as well as the respondents on all aspects of the issues relating to illegal transactions of shares and properties of the company and the allegations of mismanagement and oppression leveled by the appellants against the respondent group. 15. For the foregoing, the impugned order dated 16.6.2005 in Company Petition No. 17/2000 is set aside and the matter is remanded back to the learned Company Law Board. Until the matter is decided afresh, the parties would maintain their respective position with regard to the shareholding and the properties of the Company and no fresh transactions shall take place without leave of the learned Company Law Board. 16. The Company Appeal and the Cross Objection are disposed of in light of the above directions leaving the parties to bear their own costs.