JUDGMENT N. Kumar, J.—These two appeals arise out of the order passed by the Company Law Board, Additional Principal Bench, Chennai (Kobian Pte Ltd. v. Kobian India P. Ltd. [2005] 126 Comp Cas 675 ) under Section 402 of the Companies Act, 1956. 2. For the purpose of convenience, the parties are referred to as they are referred to in the proceedings before the Company Law Board. 3. The Petitioner M/s. Kobian Pte Ltd., is a body corporate incorporated in Singapore owning the brand name "Kobian" and "Mercury". It is engaged in the manufacture of mother-boards and other accessories used in computer hardware. It has introduced several products all over the world including India. Kobian ECS India P. Ltd., an associate company of the Petitioner is manufacturing "Mercury" brand mother-boards and other computer accessories in India. 4. The case of the Petitioner is that it employed the second Respondent, Sunil Sharma in order to set up a subsidiary company in India for the purpose of servicing its products and of its other associates. Accordingly, the company was incorporated with an authorised share capital of Rs. 30,00,000 divided into 3,00,000 equity shares of Rs. 10 each. The second Respondent, his wife, the third Respondent subscribed to the memorandum and articles of association of the company. However, they did not make any material investment of their own. The Petitioner had transferred a sum of Rs. 7,50,000 by way of gift to the second Respondent, which was invested by him towards his share capital thereby, allotting 75,500 equity shares of Rs. 10 each in his favour. Respondents Nos. 2 and 3 are mere name lenders and functioning not more than as trustees to the interest of the Petitioner. 5. The Petitioner had invested a sum of Rs. 22,42,500 towards the allotment of shares in the company upon which, 2,24,250 equity shares of Rs. 10 each were allotted on March 30, 2000, in favour of the Petitioner constituting 74.75 per cent. of the paid-up capital of the company thereby, the company became a subsidiary of the Petitioner. After such allotment of shares, the share certificates were not sent to the Petitioner in spite of repeated requests and demands. However, it is not in dispute that the first Respondent-company is a subsidiary of the Petitioner-company. 6. of the paid-up capital of the company thereby, the company became a subsidiary of the Petitioner. After such allotment of shares, the share certificates were not sent to the Petitioner in spite of repeated requests and demands. However, it is not in dispute that the first Respondent-company is a subsidiary of the Petitioner-company. 6. According to the Petitioner, when the Respondents failed to furnish the requisite information, the Petitioner was constrained to correspond with the statutory auditor of the company who provided a very bald and vague certificate on shareholding structure upon which, the Petitioner came to know the allotment of 1,60,000 shares made exclusively in favour of the second Respondent on May 3, 2004, by gaining controlling interest of 51.25 per cent. and simultaneously reducing the Petitioner to a minority of 48.75 per cent. Thus, the Respondents committed criminal breach of trust and acted unfairly. On verification, the Petitioner came to know that Form No. 5 was filed on April 30, 2004, disclosing the enhancement of authorised capital from Rs. 30,00,000 to Rs. 1,00,00,000 purportedly approved at the fourth annual general meeting held on September 30, 2003. However, copy of the notice dated June 30, 2003, received by the Petitioner from the company convening the fourth annual general meeting on September 30, 2003, did not contain any agenda of the resolution under Section 173 of the Act, to enhance the authorised capital of the company. Similarly, copy of notice of the fourth annual general meeting filed by the company with the Income-tax Authorities, Bangalore, did not contain such an agenda. The notice of the fifth annual general meeting of the company dated June 30, 2004, is on similar lines of the notice dated June 30, 2003, sent for convening the fourth annual general meeting of the company, without details of timing of the meeting, business relating to profit and loss account, name of the auditor, etc., though the fifth annual general meeting of the company was reportedly held on July 30, 2004, yet the annual return was filed with the Registrar of Companies subsequent to the visit of the Commissioner appointed by the Bench to authenticate the statutory records of the company. The certificates of posting on record to support service of the notice of annual general meetings did not give any presumption as to the content of material. The certificates of posting on record to support service of the notice of annual general meetings did not give any presumption as to the content of material. The certificates of posting said to have been issued by the post office on June 30, 2003 and June 30, 2004, bore similar seal of the issuing post office contrary to the guidelines of the Postal Department, which alone cannot prove service of notice for the relevant annual general meetings. At the same time, the original notice of the fourth annual general meeting filed by the company with the Registrar of Companies did contain the special business for increasing the authorised capital from Rs. 30,00,000 to Rs. 1,00,00,000. The Respondents had tampered the company's records by substituting the original copy of the notice with a fabricated document and attached the same to the original set of the returns filed in the Registrar of Companies. The notice dated June 30, 2003, forming part of records of the company in the Registrar of Companies was a fabricated and interpolated document. Moreover, the annual return as on October 27, 2003 and the balance-sheet for the year ended March 31, 2004 did not reflect the purported increase in the authorised share capital of the company. The increase in the authorised capital is not only without the knowledge and consent of the Petitioner, but also contrary to the understanding between the parties. As per the terms of agreement, the stake of the Respondents, at no point of time, could exceed 25 per cent. of the paid-up capital of the company. While the second Respondent sought permission of the Petitioner for increasing his salary, he never even kept the Petitioner informed about the increase in the authorised share capital of the company. Though the second Respondent was allotted 1,60,000 shares of Rs. 10 on May 3, 2004, the cheque issued by the second Respondent towards consideration of shares was realised only on May 22, 2004. However, an amount of Rs. 16,00,000 was subsequently withdrawn by the second Respondent by way of a housing loan availed from the company. The conduct of the directors in excluding the Petitioner while allotting the impugned shares with ulterior purpose of converting the Petitioner's majority into minority and without notice of such allotment lacked probity and fair play warranting interference. However, an amount of Rs. 16,00,000 was subsequently withdrawn by the second Respondent by way of a housing loan availed from the company. The conduct of the directors in excluding the Petitioner while allotting the impugned shares with ulterior purpose of converting the Petitioner's majority into minority and without notice of such allotment lacked probity and fair play warranting interference. According to the Petitioner, there was no need for increase of the capital as the company achieved growth without additional capital over the past five years. The company had maintained adequate reserves and surplus. The additional capital infusion on account of the reported expansion of UPS business was only on paper and never implemented by the second Respondent. The company had violated provisions of Section 113 of the Act in so far as issue of share certificate to the Petitioner was concerned and in the body of the petition, they have clearly set out the nature of violations and also how the share certificates were sent casually. 7. According to the Petitioner, though Respondents Nos. 2 and 3 are directors for life, yet, there is no bar for their removal in the light of Section 284 of the Act. Accordingly, when the notice dated August 16, 2004, of the resolution for removing the Respondents from the office of directors was served by the Petitioner, it was not acted upon by the company compelling the Petitioner to circulate the notices directly in favour of Respondents Nos. 2 and 3 addressed to the registered office, which were also returned with a postal endorsement that the addressees were not available at the said address, showing the fact that the Respondents were not functioning in the registered office of the company. The second Respondent has been damaging the interest of the Petitioner and its group by dismissing those employees who were loyal to the company and the parent company. He had exerted undue influence on the employees of the company by withholding salaries and threatening of taking criminal action for the alleged misappropriation, forcing them to leave the company. The above oppressive acts on the part of the Respondents were continuing which were prejudicial to the interest of the Petitioner and the company and therefore, the Petitioner sought a declaration that the resolution to increase the authorised share capital from Rs. 30,00,000 to Rs. The above oppressive acts on the part of the Respondents were continuing which were prejudicial to the interest of the Petitioner and the company and therefore, the Petitioner sought a declaration that the resolution to increase the authorised share capital from Rs. 30,00,000 to Rs. 1,00,00,000 passed at the fourth annual general meeting on September 30, 2003, was null and void ; to declare that the allotment of 1,60,000 equity shares made in favour of the second Respondent on May 3, 2004, was null and void ; to order forfeiture of 75,750 shares of Rs. 10 each held among Respondents Nos. 2 and 3, while imposing penalty of Rs. 1,00,00,000 on Respondents Nos. 2 and 3 and damages of Rs. 1,00,00,000 and for other appropriate action for tampering with the official records. 8. After service of notice, the Respondents entered appearance and filed a detailed statement of objections contesting the claim. It was contended that there were no acts of omission or commission on the part of the Respondents, which were oppressive to the Petitioner or prejudicial to the interest of the company or public. None of the ingredients of Section 397 or 398 had been either alleged or made out by the Petitioner. There were no pleadings to the effect that the facts of the present case would justify making of a winding up order on just and equitable grounds. There had been no mismanagement of the affairs of the company or no material change in the management or the composition in the board of directors as contemplated in Section 398 which had prejudiced the interest of the company. The company was incorporated by Respondents Nos. 2 and 3 who were the promoter-directors and subscribers to the memorandum of association and were entitled by virtue of Article 15 to hold the office of director for life or until they voluntarily resigned from carrying on the affairs of the company. The second Respondent is not an employee of the Petitioner and he was not given the responsibility to start a subsidiary of the Petitioner in India. As on the date of the company petition, the Petitioner held 48.75 per cent. and the Respondent group held 51.25 per cent. of the paid-up capital of the company. The second Respondent was solely responsible for the increase of profitability of the company from year to year. As on the date of the company petition, the Petitioner held 48.75 per cent. and the Respondent group held 51.25 per cent. of the paid-up capital of the company. The second Respondent was solely responsible for the increase of profitability of the company from year to year. The Petitioner was neither persuaded at any point of time by the second Respondent to transfer Rs. 7,75,000 in his favour nor acted on the basis of the advice of M/s. Krishnananda Nayak and Co., chartered accountants to receive any money from the Petitioner. The transfer of Rs. 7,50,000 was made by way of gift and was accepted by the second Respondent and the Petitioner could not make any claim, as otherwise, the transaction would be hit by the provisions of the Benami Transactions (Prohibition) Act, 1988. The Respondents were not the name lenders or trustees of the Petitioner. The company was not a subsidiary of the Petitioner as on the date of the company petition, as borne out by the memorandum of association and the return of allotment filed before the Registrar of Companies. The Petitioner, having invested Rs. 22,42,500 in the company on "non-repatriation" basis, did not hold a majority stake in the company to claim that it was a subsidiary of the Petitioner. The Petitioner was bound by the memorandum and articles of association of the company as amended from time to time and estopped from questioning the directorship of Respondent Nos. 2 and 3. The shareholding pattern between the Petitioner and Respondents Nos. 2 and 3 could not remain all the time at the ratio of 75: 25 per cent. of the paid-up capital of the company and there was no such stipulation in the articles of association of the company. By virtue of Article 4, the company's shares were under the control of the board of directors and they were empowered to allot the shares to any person as they thought fit and the Petitioner could not question the discretion of Respondents Nos. 2 and 3 by challenging the impugned allotment more so, when the company had duly complied with the requirements of the articles, and Sections 94 and 97 before increasing the authorised capital of the company with the object of particularly launching of UPS of the company in the market. 9. 2 and 3 by challenging the impugned allotment more so, when the company had duly complied with the requirements of the articles, and Sections 94 and 97 before increasing the authorised capital of the company with the object of particularly launching of UPS of the company in the market. 9. The Respondents have offered explanation for the delay in supply of share certificates to the Petitioner. They also contended that they have dispatched timely notices to the Petitioner under Section 171 of the Act in respect of the meetings of the members of the company as evidenced by the certificates of posting. According to the Respondents, the Petitioner never complained about non-receipt of the notices at any earlier point of time. The notice of the fourth annual general meeting, on which the Petitioner relies on, is only a draft notice. The actual notice contained the requisite particulars including the agenda. They have never filed the notice with the Registrar of Companies or with the income-tax authorities. They have never tampered the records on the file of the Registrar of Companies. The notice dated August 16, 2004, issued by the Petitioner under Section 284 for removal of Respondents Nos. 2 and 3 as directors could not be acted upon, as the same was received by them after conclusion of the fifth annual general meeting held on July 30, 2004. Moreover, such a notice does not lie in view of the fact that Respondents Nos. 2 and 3 are directors for life. The Petitioner was interfering with the day-to-day affairs of the company by instigating the employees to disobey the official instructions of the Respondents and spreading false propaganda that they had been removed from the office of directors. The allegations made against the statutory auditor was also scandalous. The Petitioner was not the owner of the brand names "Kobian" and "Mercury". According to the Respondents, in view of the strained business relationship, the Petitioner and the Respondents could no longer be together in the business of the company. The Respondents stated that they were willing to part way with the Petitioner provided they were adequately compensated for giving up the brand name of the company and further, that the Respondents were allowed to retain the company to themselves. Therefore, they sought suitable directions. 10. Both the parties were content with production of documents in support of their respective contentions. Therefore, they sought suitable directions. 10. Both the parties were content with production of documents in support of their respective contentions. No oral evidence was adduced. 11. After taking into consideration the facts of the case, the statutory provisions and the case law relied on by both the parties, the Company Law Board came to the conclusion that the allotment of shares impugned in the company petition without any notice of issuance of further shares made with a view to gain advantage against the Petitioner, being a majority shareholder of the closely held company, in breach of the fiduciary obligations of the directors, was neither in compliance with the legal requirements nor ensured fair play and probity in corporate management. Thus, the said act amounted to gross oppression. The cumulative effect of the events showed that the Respondents had been treating the company as a subsidiary of the Petitioner and drawing support from the Petitioner. Having regard to the facts and circumstances of the case, the Company Law Board was of the view that it would be more equitable for Respondents Nos. 2 and 3 to part ways by selling their stake in the company to the Petitioner. The Petitioner was directed to adequately compensate the Respondents group for all their efforts towards progressive growth of the company. Therefore, it proceeded to issue six directions as set out in its order. 12. The Petitioner is aggrieved by the directions issued by the Company Law Board in so far as it has directed refund of allotment of Rs. 16,00,000 to the second Respondent and also directing the Petitioner to pay a sum of Rs. 25,00,000 on account of the services rendered and contribution made by the Respondents towards promotion, progress and growth achieved by the company. The Respondents are aggrieved by the finding recorded by the Company Law Board to the effect that the acts of oppression and mismanagement are proved and consequently, the resolution dated September 30, 2003, is declared as null and void and the allotment of shares made in favour of Respondents Nos. 2 and 3 is set aside and other consequential directions. Accordingly, the two appeals filed by the respective parties are before us. 13. We have heard learned Counsel appearing for the parties. Both of them have reiterated the same arguments, which they had addressed before the Company Law Board. 14. 2 and 3 is set aside and other consequential directions. Accordingly, the two appeals filed by the respective parties are before us. 13. We have heard learned Counsel appearing for the parties. Both of them have reiterated the same arguments, which they had addressed before the Company Law Board. 14. In the light of the aforesaid facts and rival contentions, the questions that arise for our consideration in these two appeals are: (1) Whether the finding of the Company Law Board to the effect that the case of oppression and mismanagement is made out, calls for interference ? (2) Whether the directions issued are in accordance with law or do they call for any interference ? 15. Regarding point No. 1: From the aforesaid undisputed facts, with the allotment of 2,24,250 equity shares of Rs. 10 each on March 30, 2000, in favour of the Petitioner, the Petitioner was holding 74.75 per cent. of the paid-up capital of the company. The share of Respondents Nos. 2 and 3 was 25.25 per cent. It is also not in dispute that the Petitioner transferred a sum of Rs. 7,50,000 by way of gift to the second Respondent, which amount was invested by the second Respondent towards his share capital and consequently 75,500 equity shares of Rs. 10 each was allotted in his favour. Therefore, it is evident that the entire share capital of the company was borne by the Petitioner. Though the Petitioner was admittedly a majority shareholder, the management of the company was with Respondents Nos. 2 and 3 who constitute only 25.25 per cent. of the share capital. The evidence on record shows that Respondents Nos. 2 and 3, in the fourth annual general meeting, passed a resolution to enhance the share capital from Rs. 30,00,000 to Rs. 1,00,00,000 and consequently, allotted 1,60,000 shares in favour of the second Respondent thereby, the Respondents gained controlling interest of 51.25 per cent., simultaneously reducing the Petitioner to a minority by 48.75 per cent. The meticulous particulars furnished which are not disputed show that allotment of shares was made even before payment for the shares was made and after making payment for the shares, the said amount was withdrawn by the second Respondent by way of a housing loan. Though the object of enhancing the share capital was for launching UPS, the same was not implemented at all. Though the object of enhancing the share capital was for launching UPS, the same was not implemented at all. The way the meeting was convened, the contents of the notice of the meeting, which did not include the agenda for increasing the share capital, the subsequent tampering with the said notice and the fact that the notice served to the Income-tax Department and filed with the Registrar of Companies is different from the one on which the Respondents rely on, clearly show that the increase in the share capital was done in a clandestine manner without notice to the Petitioner, the majority shareholder, who had 74.75 per cent. of shareholding in the company. The effect of increase in the share capital and allotment of shares in a clandestine manner was that majority shareholder became minority shareholder and minority shareholders became majority shareholders. 16. By virtue of Article 4, the company's shares shall be under the control and discretion of the board of directors who may allot or otherwise dispose of the same to such person or persons, whether he is a member of the company or not, for such consideration and on such terms and conditions, as the Board may, in their absolute discretion, thinks fit. 17. The directors are in a fiduciary position vis-a-vis company and must exercise their power with utmost faith for the benefit as well as interest of the company and ensure fair play in action in corporate management and further act bona fide in exercise of their vital responsibility in further allotment of shares. While it is the prerogative of the board to allot shares, they have no absolute direction or freedom to allot such shares as, directors of the private limited companies are more onerous than that of a public limited company. Though, Section 81 of the Companies Act, 1956, prescribes how further share capital of a company could be issued, the same is not applicable to private limited companies. The directors in a private limited company are expected to make a disclosure to the shareholders of such a company when further shares are being issued. Any issue of shares solely to gain control over the company is not permissible. The Supreme Court in the case of Dale and Carrington Invt. The directors in a private limited company are expected to make a disclosure to the shareholders of such a company when further shares are being issued. Any issue of shares solely to gain control over the company is not permissible. The Supreme Court in the case of Dale and Carrington Invt. P. Ltd. v. P. K. Prathapan [2004] 122 Comp Cas 161, has laid down the legal position in this regard, as under (page 174): A company is a juristic person and it acts through its directors who are collectively referred to as the board of directors. An individual director has no power to act on behalf of a company of which he is a director unless by some resolution of the board of directors of the company specific power is given to him/her. Whatever decisions are taken regarding running the affairs of the company, they are taken by the board of directors. The directors of companies have been variously described as agents, trustees or representatives, but one thing is certain that the directors act on behalf of a company in a fiduciary capacity and their acts and deeds have to be exercised for the benefit of the company. They are agents of the company to the extent they have been authorised to perform certain acts on behalf of the company. In a limited sense they are also trustees for the shareholders of the company. To the extent the power of the directors are delineated in the memorandum and articles of association of the company, the directors are bound to act accordingly. As agents of the company they must act within the scope of their authority and must disclose that they are acting on behalf of the company. The fiduciary capacity within which the directors have to act enjoins upon them a duty to act on behalf of a company with utmost good faith, utmost care and skill and due diligence and in the interest of the company they represent. They have a duty to make full and honest disclosure to the shareholders regarding all important matters relating to the company. It follows that in the matter of issue of additional shares, the directors owe a fiduciary duty to issue shares for a proper purpose. This duty is owed by them to the shareholders of the company. They have a duty to make full and honest disclosure to the shareholders regarding all important matters relating to the company. It follows that in the matter of issue of additional shares, the directors owe a fiduciary duty to issue shares for a proper purpose. This duty is owed by them to the shareholders of the company. Therefore, even though Section 81 of the Companies Act which contains certain requirements in the matter of issue of further share capital by a company does not apply to private limited companies, the directors in a private limited company are expected to make a disclosure to the shareholders of such a company when further shares are being issued. This requirement flows from their duty to act in good faith and make full disclosure to the shareholders regarding the affairs of a company. The acts of directors in a private limited company are required to be tested on a much finer scale in order to rule out any misuse of power for personal gains or ulterior motives. Non-applicability of Section 81 of the Companies Act in the case of private limited companies casts a heavier burden on its directors. Private limited companies are normally closely held, i.e., the share capital is held within members of a family or within a close knit group of friends. This brings in considerations akin to those applied in cases of partnership where the partners owe a duty to act with utmost good faith towards each other. Non-applicability of Section 81 of the Act to private companies does not mean that the directors have absolute freedom in the matter of management of affairs of the company. 18. In the light of the authoritative pronouncement of law by the apex court, by applying the same to the facts of this case, it is clear that Respondents Nos. 2 and 3 who are the directors of the company, though minority shareholders, were entrusted with the management of the company of the Petitioner with a fond hope that they would act in such a manner as to serve the interest of the Petitioner as well as the interest of the company. In fact, as admitted, the consideration for the share capital held by Respondents Nos. 2 and 3 has also flown from the Petitioner. The Petitioner is the proprietor of the trade marks which are made available to the company. In fact, as admitted, the consideration for the share capital held by Respondents Nos. 2 and 3 has also flown from the Petitioner. The Petitioner is the proprietor of the trade marks which are made available to the company. Under these circumstances, the Respondents have kept the Petitioner in dark without notice to it, clandestinely called the fourth annual general meeting without including in the agenda, the subject of increasing the share capital, passed a resolution to increase the share capital and allotted shares to themselves without even making payment on the date of allotment. The effect of it was to make the majority shareholders into minority shareholders and minority shareholders into majority shareholders overnight. This increase in the share capital was for starting a new business, which was never started. Even the consideration paid for the increase in the share capital was withdrawn by way of a housing loan by the directors. When the majority shareholders sought to remove the directors, the said decision was not implemented. It is under these circumstances that the Company Law Board, on a proper appreciation of the admitted and proved facts as evidenced by documentary evidence, rightly held that these acts of Respondents Nos. 2 and 3 amount to oppression and mismanagement. The said finding is based on legal evidence. We do not find any good reason to interfere with the well-considered order passed by the Company Law Board, keeping in mind the legal position and evidence as revealed from the material on record. 19. Regarding Point No. 2: From the aforesaid facts, it is clear that the relationship between the Petitioner and Respondents Nos. 2 and 3 is strained. Realising this, the Respondents, in their counter, have categorically stated that they are willing to part ways with the Petitioner provided they are adequately compensated for giving up the brand name of the company and further, the Respondents are allowed to retain the company to themselves. Therefore, it is clear that the parties have reconciled to the fact that they cannot do business any more together. It is in those circumstances, the Company Law board was justified in setting aside the resolution dated September 30, 2003, by which, the share capital was enhanced from Rs. 30,00,000 to Rs. 1,00,00,000 and declared it as null and void. Consequently, the allotment of shares of Rs. It is in those circumstances, the Company Law board was justified in setting aside the resolution dated September 30, 2003, by which, the share capital was enhanced from Rs. 30,00,000 to Rs. 1,00,00,000 and declared it as null and void. Consequently, the allotment of shares of Rs. 16,00,000 to Respondent No. 2 was also set aside, which cannot be found fault with. It directed refund of Rs. 16,00,000 to Respondent No. 2 consequent to cancellation of allotment of shares. It is here that the Company Law Board failed to notice that Respondent No. 2 had withdrawn a sum of Rs. 16,00,000 from the company as a housing loan. In other words, the Respondents paid Rs. 16,00,000 for allotment of shares and after payment by them, the said amount was withdrawn. The said amount is yet to be repaid. It is submitted at the Bar that out of Rs. 16,00,000 a sum of Rs. 4,00,000 has already been deducted out of the salary income of the Respondents. But, there is no material to substantiate the said contention. However, if a sum of Rs. 4,00,000 is deducted from the salary of the directors, still they would be liable to refund Rs. 12,00,000. Under these circumstances, the direction to the Petitioner to pay Rs. 16,00,000 to Respondent No. 2 is unjustified. In the circumstances, the proper course would be to look into the accounts of the company and if any amount is paid by Respondents Nos. 2 and 3 to the company, that amount would have to be given deduction and the loan could be set off against the said amount outstanding and only the balance amount be paid to Respondents Nos. 2 and 3. In the facts of the case, the Company Law Board was justified in directing the Respondents to go out of the company by selling their shares to the Petitioner at par value with 15 per cent. simple interest from the date of investment till the date of payment. 20. It was contended that Rs. 25,00,000 which was directed to be paid by the Petitioner to Respondents Nos. 2 and 3 is illegal. It is not in dispute, as averred in the company petition itself, that there was no need for increase of the share capital as the company achieved growth without additional capital. Over the past four years, the company has maintained adequate reserves and surplus. 2 and 3 is illegal. It is not in dispute, as averred in the company petition itself, that there was no need for increase of the share capital as the company achieved growth without additional capital. Over the past four years, the company has maintained adequate reserves and surplus. It is also not in dispute that Respondents Nos. 2 and 3, who were in complete management of the company, have carried on the business in India. Under these circumstances when a controversy is sought to be settled amicably by putting an end to the existing relationship, the Company Law Board was justified in directing the Petitioner to pay a sum of Rs. 25,00,000 to Respondents Nos. 2 and 3 for the services rendered and contribution made by them towards promotion, progress and growth achieved by the company, which is not in dispute. In these circumstances, subject to the aforesaid modifications, the order of the Company Law Board stands. In the circumstances, we pass the following: ORDER (a) The order of the Company Law Board is upheld. (b) However, in respect of refund of share application money of Rs. 16,00,000 is concerned, the amount outstanding and recoverable from Respondent No. 2 by the first Respondent-company in its audited books of account shall be deducted from the same and Respondent No. 2 will also be given benefit of the amounts shown as due to Respondents Nos. 2 and 3 from the first Respondent-company in the audited books of account of the first Respondent-company in calculating the audited amount refundable towards refund of share application money. (c) The process shall be completed in seven months time from the date of the order. (d) All the IAs are dismissed.