Judgment :- 1. The present Company Appeal has been filed against the order of the Company Law Board, Additional Principal Bench, Chennai made in C.P.No.18 of 2012 passed in the attendance cum order sheet of the hearing of the Chennai Bench of the Company Law Board held on 29.02.2012 at 2.30 p.m stated to be decided on 13.03.2012. 2. K.P.Selvaraaj, who figures as respondent No.2 in the company petition before the Company Law Board, is the appellant herein. Selvaraaj Tex Private Limited, which figures as respondent No.1 in the company petition before the Company Law Board is the first respondent herein. K.P.S.Manoharan, K.P.S.Sivakumar, K.P.S.Muniswaran, E.Muniswaran and Mrs.M.Muthumari, the petitioners in the company petition before the Company Law Board, are the respondents 2 to 6 in the present Company Appeal. Indira Vijayalakshmi and K.Sonai, who figure as respondent Nos.3 and 4 in the company petition are the respondents 7 and 8 in the company appeal. 3. The appellant K.P.S.Selvaraaj and the respondents 2 to 4, who are the petitioners 1 to 3 in the company petition before the Company Law Board, are the sons of late Mr.K.P.Subbiah. Subbaiah's another son K.P.S.Elangovan's son is the 5th respondent E.Muniswaran. The 6th respondent Mrs.Muthumari is the wife of the second respondent K.P.S.Manoharan. K.P.Subbaiah (father of the appellant and respondents 2 to 4), K.P.S.Manoharan (2nd respondent) and late K.P.S.Elangovan (the father of the 5th respondent E.Muniswaran), initially started a business under the name and style of "Selvaraaj Tex" as a proprietary concern in 1972. Subsequently, in 1983, the same was converted into a partnership firm with the name of M/s.Selvaraaj Tex, whereupon K.P.S.Selvaraaj (appellant), K.P.S.Manoharan, K.P.S.Sivakumar and K.P.S.Muneeswaran (respondents 2 to 4) and late K.P.S.Elangovan (father of the 5th respondent) were brought into the business as partners by reconstituting the partnership. In 1993, the father of the appellant and the respondents 2 to 4 herein viz. K.P.Subbaiah, died. Subsequent to his death, the said partnership firm was converted into a private limited company and incorporated in the name of Selvaraaj Tex Private Limited in 2006. As such the first respondent company, namely Selvaraaj Tex Private Limited came to be a closely held company having the members of the family of late K.P.Subbaiah alone as its shareholders. K.P.S.Selvaraaj, K.P.S.Manoharan, K.P.S.Elangovan, K.P.S.Sivakumar and K.P.S.Muniswaran were the directors of the company. K.P.S.Selvaraaj was made the Chairman and Managing Director of the company. As such the first respondent company, namely Selvaraaj Tex Private Limited came to be a closely held company having the members of the family of late K.P.Subbaiah alone as its shareholders. K.P.S.Selvaraaj, K.P.S.Manoharan, K.P.S.Elangovan, K.P.S.Sivakumar and K.P.S.Muniswaran were the directors of the company. K.P.S.Selvaraaj was made the Chairman and Managing Director of the company. Mrs.Indira Vijayalakshmi, the 7th respondent herein (3rd respondent in the company petition before the Company Law Board) and Mrs.Muthumari, the 6th respondent herein (5th petitioner in the company petition before the Company Law Board) were also inducted into the said company as share holders. 4. The company was carrying on the business of manufacturing and trading in textiles. It was incorporated as a private limited company under the provisions of the Companies Act, 1956 having its registered office at No.204/6, Dindigul Main Road, Vilankudi, Madurai – 625 018 with an authorised share capital of Rs.12,00,00,000/- divided into 1,20,00,000/- equity shares of Rs.10/- each and issued, subscribed and paid-up share capital of Rs.8,61,34,400/- divided into 86,13,440 equity shares of Rs.10/- each. The shareholdings of the company was as follows: Selvaraaj Fabrics Private Ltd and Mutharasu Spinners (India) Private Limited were the two sister companies of Selvaraaj Tex Private Ltd. The said sister companies got merged with Selvaraaj Tex Private Ltd. by a scheme of amalgamation sanctioned by the High Court by order dated 17.07.2007 made in C.P.Nos.116 and 118 of 2007, which was filed with the Registrar of Companies on 16.08.2007. 5. While so, there was a division among the directors and stake holders pursuant to which a family arrangement was made and as per the family arrangement, a scheme of demerger was proposed with the object of having greater focus in the business by the demerged and resulting companies to achieve improved efficiency and optimised profitability. 5. While so, there was a division among the directors and stake holders pursuant to which a family arrangement was made and as per the family arrangement, a scheme of demerger was proposed with the object of having greater focus in the business by the demerged and resulting companies to achieve improved efficiency and optimised profitability. In order to facilitate the Demerger, it was proposed to incorporate a new company under the name and style of Lakshmi Selvaraaj Tex Private Ltd, deatach the spinning and weaving division from Selvaraaj Tex Private Limited and attach it to Laxmi Selvaraaj Tex Private Ltd. On the sanction of the Scheme of Demerger 35% of the shareholdings of the resulting company, namely Laxmi Selvaraaj Tex Private Ltd held by K.P.S.Selvaraaj and his family members will be transferred to K.P.S.Manoharan and his group and thereby Manoharan group will become the shareholders and directors of the resulting company Laxmi Selvaraaj Tex Private Ltd. to the exclusion of K.P.S.Selvaraaj and his family members. Similarly 65% of the shareholdings held by the members of Manoharan group in Selvaraaj Tex Private Ltd (demerged company) shall be transferred to K.P.S.Selvaraaj and his family members and thereby the said company shall in entirety come into the hands of K.P.S.Selvaraaj and his family to the exclusion of Manoharan group. Out of the seven shareholders, K.P.S.Selvaraaj and his wife Indira Vijayalakshmi on the one part and the other shareholders, namely K.P.S.Manoharan, K.P.S.Sivakumar, K.P.S.Muniswaran, E.Muniswaran and Mrs.M.Muthumari on the other part agreed to give effect to the scheme of demerger. It was agreed that the properties of Selvaraaj Tex Private Limited, the first respondent herein and the personal properties of the directors of the said company should be divided in the ratio of 35:65 between the appellant and his wife (Selvaraaj group) on the one part and the other five shareholders (Manoharan group) on the other part. It was also agreed that the liabilities should also be divided in the same ratio. Such an agreement came to be arrived at on 23.09.2008. Pursuant to the same, a new company company under the name and style of Laxmi Selvaraaj Tex Private Limited was incorporated. It was also agreed that the liabilities should also be divided in the same ratio. Such an agreement came to be arrived at on 23.09.2008. Pursuant to the same, a new company company under the name and style of Laxmi Selvaraaj Tex Private Limited was incorporated. In order to give effect to the scheme of demerger, two company petitions came to be filed as C.P.Nos.153 and 154 of 2010 before this court for the sanction of the Scheme of Demerger between the first respondent company, namely Selvaraaj Tex Private Limited (demerged company) and Laxmi Selvaraaj Tex Private Limited, the resulting company. This court, by an order dated 08.04.2011 accorded sanction for the Scheme of Demerger. Accordingly, both the companies started functioning separately. The scheme sanctioned by this court has also been filed with the Registrar of Companies on 06.05.2011. 6. As per the Scheme of Demerger, the Directors of the demerged company Laxmi Selvaraaj Tex Private Ltd. will meet and effect the transfer of shares whereby, the entire shareholding held by the Manoharan group will be transferred to K.P.S.Selvaraaj and his wife. Similarly, the Directors of Laxmi Selvaraaj Tex Private Limited will also meet and effect the transfer of the shares held by Selvaraaj group in entirety will be transferred to Manoharan group. Meanwhile, there arose a dispute and difference of opinion between the above said groups regarding implementation of the scheme, pursuant to which K.P.S.Manoharan issued a notice of meeting on 20.05.2011 for convening the meeting of Board of Directors of Selvaraaj Tex Private Limited on 26.05.2011 at 11.00 a.m at North Gate Hotel Pvt Ltd, Goripalayam, Madurai: 1) to elect Chairman; 2) to transfer the shares of late Mr.Elangovan to and in favour of Mr.E.Muniswaran; 3) to implement the scheme of demerger sanctioned by the High court; 4) for the revocation of the borrowing power and power of selling the assets of the company both movable and immovable from individual Directors including Chairman and Managing Director and vetting the power to the Board of directors; 5) for requiring Chairman and Managing Director to place before the Board of directors, the minute book of board meeting and general body meeting and 6) for taking on record the circular resolution passed by the Board and any other item with the permission of the chair. 7. 7. Despite the request made by K.P.S.Selvaraaj for postponement of the meeting, the meeting was held on 26.05.2011 in which the following resolutions were allegedly passed. They are: 1) a resolution appointing K.P.S.Manoharan as Chairman of the board and the Managing Director of the company; 2) a resolution rescinding the power and recalling the powers vested on K.P.S.Selvaraaj as Chairman and Managing Director; 3) a resolution revoking authorisation given to K.P.S.Selvaraaj as Managing Director of the company to open an account in any bank or operate Union Bank account for and on behalf of the company; 4) a resolution authorising K.P.S.Manoharan to have the powers which had been given to K.P.S.Selvaraaj and was revoked by the resolution No.3; 5) a resolution to the effect that K.P.S.Selvaraaj as a Director of the company shall have no authority to borrow any amount on behalf of the company and 6) a resolution authorising K.P.S.Manoharan to release the necessary publication in the newspaper. 8. Meanwhile, K.P.S.Selvaraaj and his wife Indira Vijayalakshmi filed a suit on the file of the Principal Subordinate Judge, Madurai as O.S.No.669 of 2011 for a declaration that the meeting convened on 05.08.2011 or on any future date by Manoharan group was illegal, for an injunction restraining them from conducting or convening any extraordinary general meeting of Selvaraaj Tex Private Limited and also for an injunction from demolishing any building owned by Selvaraaj Tex Private Limited. No interim order could be obtained. Contending that Elangovan had executed a Settlement Deed in favour of K.P.S.Selvaraaj and also contending that Manoharan group attempted to trespass into the property of the company, K.P.S.Selvaraaj filed another suit on the file of the Sub-Court, Madurai in O.S.No.695/2011 for an injunction restraining Manoharan group from in any manner interfering with the business of Selvaraaj Tex Private Ltd. 9. Contending that Elangovan had executed a Settlement Deed in favour of K.P.S.Selvaraaj and also contending that Manoharan group attempted to trespass into the property of the company, K.P.S.Selvaraaj filed another suit on the file of the Sub-Court, Madurai in O.S.No.695/2011 for an injunction restraining Manoharan group from in any manner interfering with the business of Selvaraaj Tex Private Ltd. 9. Subsequently claiming that Manoharan group have resigned as Directors of the company (Selvaraaj Tex Private Ltd.) with effect from 08.04.2011 and they ceased to be the directors of the company as per the Scheme of Demerger, K.P.S.Selvaraaj and his wife Indira Vijayalakshmi filed a company petition, namely C.P.No.57 of 2011 before the Company Law Board, Additional Principal Bench, Chennai under sections 111, 397 and 318 r/w section 402 and 403 of the Companies Act, 1956 for a declaration that K.P.S.Manoharan, K.P.S.Sivakumar and K.P.S.Muniswaran had ceased to be the directors of the company Selvaraaj Tex Private Ltd with effect from 04.08.2011; for a declaration that the Board meeting convened by them and E.Muniswaran, in their capacity as directors of the said company was invalid and void abinitio; for a declaration that all the resolutions passed by the purported board meeting held on 26.05.2011 including the one for the removal of K.P.S.Selvaraaj as Managing Director of the company are invalid; for a direction against them to transfer their entire shareholdings in Selvaraaj Tex Private Ltd to K.P.S.Selvaraaj and his wife Indira Vijayalakshmi; for a declaration that the general meeting of the company Selvaraaj Tex Private Ltd called by Manoharan, Sivakumar, Muniswaran, Mrs.Muthumari was invalid and for a permanent injunction from holding the said meeting on 05.08.2011 or on any adjourned date and from passing any resolution therein. In the said petition, Selvaraaj and Indira Vijayalakshmi had also sought for an interim order of injunction restraining those five persons form holding out or acting as directors of the company, from holding out or acting as shareholders of the company and from convening extraordinary general meeting. The Company Law Board passed an order on 02.08.2011 in the said company petition declining the interim reliefs sought for therein. 10. Meanwhile, K.P.S.Manoharan as Managing Director of Laxmi Selvaraaj Tex Private Ltd filed Comp. Appln. The Company Law Board passed an order on 02.08.2011 in the said company petition declining the interim reliefs sought for therein. 10. Meanwhile, K.P.S.Manoharan as Managing Director of Laxmi Selvaraaj Tex Private Ltd filed Comp. Appln. No.483 of 2011 in C.P.No.153 of 2010 contending that as per the scheme of arrangement and demerger sanctioned by this court, which was filed with the Registrar of Companies, certain properties would continue to vest with the demerged company and certain properties would stand vested with the resulting company, namely Laxmi Selvaraaj Tex Private Ltd and citing certain disputes regarding the settlement of the amount payable by Selvaraaj Tex Private Ltd as per the scheme of demerger. The said petition has been filed praying for a direction against Selvaraaj Tex Private Ltd to pay a sum of Rs.12,09,20,291.45/- and Rs.7,17,34,460/-and a further sum of Rs.4,71,38,502.55P to Union Bank of India in accordance with the Scheme of Demerger. The said application is pending. Without expressly referring to the said application, the Company Law Board chose to take a stand that the Scheme of Demerger had not been fully implemented and the matter was pending before the High Court and while the matter was thus pending before the High Court, there was no scope for the Company Law Board to pass any interlocutory order as prayed for in the said petition, namely C.P.No.57 of 2011 filed by the appellant and his wife. As against the said order dismissing the prayer for interim relief and posting the company petition for final hearing, the appellant and his wife have filed an appeal on the file of this court in C.A.No.21 of 2012. 11. In the meanwhile, the first respondent company has caused a publication in a Tamil Daily on 13.03.2012 to the effect that the appellant and his wife were removed from the directorship and they have no rights to interfere with the affairs of the company. For the above said publication, the appellant has caused a publication on 15.03.2012 in the same Tamil Daily refuting the allegations averred against him and he is also taking legal steps against the Managing Director of the first respondent company, namely against Mr.K.P.S.Manoharan. 12. For the above said publication, the appellant has caused a publication on 15.03.2012 in the same Tamil Daily refuting the allegations averred against him and he is also taking legal steps against the Managing Director of the first respondent company, namely against Mr.K.P.S.Manoharan. 12. While so, taking advantage of the absence of any interim order and claiming to have legally convened the extraordinary general meeting on 05.08.2011 in which the appellant K.P.S.Selvaraaj and his wife (7th respondent) were removed as directors of the Company Selvaraaj Tex Private Ltd. on the allegation of mismanagement and diversion of funds for the purchase of properties in the names of the appellant and his family members to the tune of Rs.10,77,15,000/-, the respondents 2 to 4 filed a company petition in C.P.No.18 of 2012 before the Company Law Board under sections 397 and 398 r/w sections 402 and 403 of the Companies Act, 1956. In the said petition, they had sought for a declaration that the appellant and the 7th respondent had ceased to be directors of the company Selvaraaj Tex Private Limited, for an injunction restraining them from acting or making any representation as directors of the said company and for an injunction against them from preventing the respondents 2 to 6 from entering into factory premises of the company at No.5B, Iyyanar Kovil 5th Street, Mahan Gandhi Road, Sellur, Madurai-625 002 and its Registered office at No.204/6, Dindigal Main Road, Vilangudi, Madurai-625 018 and also for a direction to the first respondent, namely Selvaraaj Tax Private Limited to pay a sum of Rs.32,98,97,992/-to Laxmi Selvaraaj Tex Private Limited. Along with the prayers made in the company petition, they had also sought for interim relief with the following prayers:- a) for an interim order of injunction restraining the appellant and the 7th respondent from making any representation as directors of the company and prevent them from interfering with the business of the company in any manner whatsoever and from entering either the factory premises situated at 5B, Iyyanar Kovil 5th Street, Mahan Gandhi Road, Sellur, Madurai-625 002 or the Registered Office of the company at No.204/6, Dindigal Main Road, Vilankudi, Madurai-625 018; b) for an order of injunction restraining the appellant and the 7th respondent from in any manner dealing with both the movable and immovable properties of the company; and c) to appoint a commissioner to take inventory of the Plant and Machineries of the company, situated at 5B, Iyyanar Kovil 5th Street, Mahan Gandhi Road, Sellur, Madurai-625 002 and 204/6, Dindigal Main Road, Vilangudi, Madurai-625 018. 13. In the said company petition, the appellant entered appearance. The Company Law Board, Chennai before which the said company petition came up for hearing passed the impugned order on 13.03.2012 adjourning the company petition to 24.04.2012 and granting the relief of interim injunction restraining the appellant and the 7th respondent from making any representation as directors of the first respondent company or from interfering with the business of the company in any manner other than as its shareholders and also restraining them from dealing with the movable and immovable properties of the company. 14. Challenging the said order, the present appeal has been filed under section 10-F of the Companies Act, 1956 by K.P.S.Selvaraaj, who figured as the second respondent in the said petition. 15. This court heard the arguments advanced by Mr.M.S.Krishnan, learned senior counsel appearing for the counsel on record for the appellant and by Mr.A.K.Mylsamy, learned counsel for the respondent were heard. This court also perused the appeal memorandum, impugned order and the documents in the form of typed set of papers. 16. An appeal against the order of the Company Law Board shall lie to the High Court under section 10-F of the Companies Act, 1956 on a question of law arising out of such an order. The questions of law projected to have arisen out of the impugned order of the Company Law Board are: " 1. 16. An appeal against the order of the Company Law Board shall lie to the High Court under section 10-F of the Companies Act, 1956 on a question of law arising out of such an order. The questions of law projected to have arisen out of the impugned order of the Company Law Board are: " 1. Whether the Company Law Board has passed an order in violation of the natural justice especially the principle of audi alteram partam? 2. Whether the Company Law Board has granted the main relief itself in the interim order much against the principle laid by the Hon'ble Apex court?" This court is satisfied that the said questions have arisen in this appeal. 17. The learned senior counsel appearing for the appellant made the following submissions: i) As per the scheme of demerger, the spinning and weaving division of the company (Selvaraaj Tex Private Ltd.) was to be detached from Selvaraaj Tex Private Limited and attached to Laxmi Selvaraaj Tex Private Ltd. and thereafter the company Selvaraaj Tex Private Ltd shall be under the exclusive control of K.P.S.Selvaraaj group, whereas Laxmi Selvaraaj Tex Private Ltd. shall be under the exclusive control of the Manoharan group. The said position was agreed to and admitted by the members of Manoharan group and the same will be seen from the fact that he has filed a company application, namely C.A.No.483 of 2011 in C.P.No.153 of 2010 in his capacity as Managing Director of Laxmi Selvaraaj Tex Private Limited praying for a direction against Selvaraaj Tex Private Ltd for payment of a sum of Rs.19,26,54,751.45P (Rs.12,09,20,291.45/-and Rs.7,17,34,460/-) to Laxmi Selvaraaj Tex Private Ltd and for a further direction to pay a sum of Rs.Rs.4,71,38,502.55P to Union Bank of India. Under the said circumstances, instead of trying to sustain and enforce the said claim, the respondents devised an ingenuous method by which they wanted to take over the management of both the companies much against the terms of the Scheme of Demerger. Under the said circumstances, instead of trying to sustain and enforce the said claim, the respondents devised an ingenuous method by which they wanted to take over the management of both the companies much against the terms of the Scheme of Demerger. In order to put their evil design into action, they called for a meeting of directors and conducted the meeting without heeding to the request of the appellant and his wife for postponement of the meeting and created a record as if they had removed the appellant as Chairman and Managing Director, pursuant to which the appellant and his wife filed a company petition before the Company Law Board as C.P.No.57 of 2011 praying:-for a declaration that K.P.S.Manoharan, K.P.S.Sivakumar and K.P.S.Muniswaran had ceased to be the directors of the company Selvaraaj Tex Private Ltd with effect from 04.08.2011; for a declaration that the board meeting convened by them and Muniswaran, in their capacity as directors of the said company was invalid and void ab initio; for a declaration that all the resolutions passed by the purported board meeting held on 26.05.2011 including the one for the removal of K.P.S.Selvaraaj as Managing Director of the company are invalid; for a direction against Manoharan group to transfer their entire shareholdings in Selvaraaj Tex Private Ltd to Selvaraaj and his wife Indira Vijayalakshmi; for a declaration that the purported general meeting of the company Selvaraaj Tex Private Ltd called by K.P.S.Manoharan, K.P.S.Sivakumar, K.P.S.Muniswaran, Mrs.Muthumari was invalid and for a permanent injunction from holding the said meeting on 05.08.2011 or on any adjourned date and from passing any resolution therein. In the said petition, K.P.S.Selvaraaj and Indira Vijayalakshmi had also sought an interim order of injunction restraining those persons form holding out or acting as directors of the company Selvaraaj Tex Private Ltd; from holding out or acting as shareholders of the company and from convening proposed extraordinary general meeting. In the said petition, K.P.S.Selvaraaj and Indira Vijayalakshmi had also sought an interim order of injunction restraining those persons form holding out or acting as directors of the company Selvaraaj Tex Private Ltd; from holding out or acting as shareholders of the company and from convening proposed extraordinary general meeting. In that petition, the Company Law Board, referred to the pendency of C.A.No.483 of 2011, which was filed for a direction against Selvaraaj Tex Private Ltd to make payment of a sum of Rs.19,26,54,751.45P to Laxmi Selvaraaj Tex Private Ltd. and a direction to make payment of a sum of Rs.4,71,38,502.55P to Union Bank of India as an instance of inconclusive demerger proceedings and declined the interim relief sought for by the appellant and his wife on the premise that it would not be appropriate for the Company Law Board to pass interim order as sought for by the appellant herein and his wife when the matter was pending before the High Court. ii) The Company Law Board applied a different yardstick when the respondents filed C.P.No.18 of 2012 and sought for an order of interim injunction and passed an order granting the relief of interim injunction restraining the appellant and his wife from making any representation as directors of the first respondent company and from interfering with the business of the company in any manner other than as its shareholders and also restraining them from dealing with movable and immovable properties of the company, despite the fact that the very same company application was pending before this court and in addition to that a company appeal against the order declining the interim relief in C.P.No.57 of 2011 was also filed and the same was pending on the file of this court. iii) Though the appellant entered appearance before the Company Law Board and sought time for filing counter not only in the main company petition but also regarding the interim relief, the Company Law Board chose to pass an order in the form of interim order granting the main relief itself by making an elaborate discussion regarding the merits of the case. The same will amount to passing an order in utter disregard to the audi alteram partem principle of natural justice. The same will amount to passing an order in utter disregard to the audi alteram partem principle of natural justice. By the said order, the Company Law Board purported to virtually snatch away the management of Selvaraaj Tex Private Ltd from the appellant and his wife and give it to the respondents and hence the impugned order of the Company Law Board should be set aside and either this court should pass an order after hearing the objections or the matter should be sent back to the Company Law Board for passing an order after giving an opportunity to the appellant to file a counter and make his representation. iv) The very fact that the respondents have filed a company application for the recovery of money from the first respondent company on behalf of Laxmi Selvaraaj Tex Private Ltd, the Company Law Board ought to have held that the respondent himself was of the view that the demerger had been given effect to and only the adjustmnet of funds was to be accomplished and that is the reason why such a company application was filed for the recovery of amount. Thereafter there won't be any question of Manoharan group taking over the management of the first respondent company. The Company Law Board ought to have held that there was no prima facie case on the side of the respondents and the balance of convenience was also not on their side. The said aspect is adverted to in order to show that the Company Law Board could have taken such a view regarding prima facie case and balance of convenience if an opportunity was given to the appellant to put-forth their case." 18. Per contra, the learned counsel for the respondents would submit that the impugned order of the Company Law Board is only an interim order as it has been stated that the said interim relief would be in force until further orders and the respondents therein, namely the appellant herein and his wife Indira Vijayalakshmi were given three weeks time to file counter; that the appellant herein can file a counter therein and seek the vacation of the interim order and that under the said circumstances, the appeal against the interim order should be dismissed. In support of his contention, the learned counsel for the respondents would submit that the procedure adopted in the company petition before the Company Law Board is to seek the interim relief in the company petition itself without filing a separate petition and that a close consideration of the impugned order will show that it is only an ad-interim order, which could be modified when the appellant and his wife would file a counter and argue the same. 19. As a reply to the above said contention of the learned counsel for the respondents, the learned senior counsel for the appellant contended that the impugned order, which is typewritten, contains handwritten notes above the typewritten portion to the effect that arguments regarding interim relief alone was heard and orders regarding the interim relief was reserved; that no such hearing was made and on the other hand when time for filing counter was sought for by the appellant and his wife, the Company Law Board without even passing an ad-interim order forthwith, simply kept the petition for 12 days after the hearing date and then passed the impugned order without affording an opportunity of being heard, but at the same time making elaborate discussions regarding the merits of the case. The learned senior counsel submitted that the granting of the interim reliefs without even affording an opportunity to the respondents therein to file their counter and make their submissions regarding the grant of interim relief would amount to denial of justice and abuse of jurisdiction in violation of the principles of natural justice. 20. This court considered the rival submissions made on both sides. 21. The impugned order shows that the company petition came up for hearing before the Company Law Board on 29.02.2012 at 2.30 p.m. On the said date no order was passed and on 13.03.2012 alone the impugned order came to be passed. Appearance of the advocate for the petitioner in the company petition alone has been noted. A handwritten note above the typed part of the order dated 13.03.2012 reads as if respondents sought time to file counter in the company petition and hence four weeks time for filing counter was granted. It further reads that the arguments on interim reliefs was heard and orders on interim reliefs was reserved. A handwritten note above the typed part of the order dated 13.03.2012 reads as if respondents sought time to file counter in the company petition and hence four weeks time for filing counter was granted. It further reads that the arguments on interim reliefs was heard and orders on interim reliefs was reserved. As rightly contended by the learned senior counsel for the appellant, when the Company Law Board was not passing any ad-interim order keeping it open to the respondents therein to file their counter and seek modification of the order, it ought to have given an opportunity before the order was passed, which was not passed on the hearing date. The learned senior counsel for the appellant also relied on the following judgments of the Hon'ble Supreme Court:- i) DalpatKumar and Anr. vs. Prahlad Singh and Ors. reported in (1992) 1 SCC 719 ; and ii) State of Uttar Pradesh and Ors. vs. Ram Sukhi Devi reported in (2005) 9 SCC 733 iii) Union of India (UOI) and Ords. vs. Modiluft Ltd. reported in (2003) 6 SCC 65 . 22. In the first of the above cited judgments, it has been held as follows: " 4. .......... Injunction is a judicial process by which a party is required to do or to refrain from doing any particular act. It is in the nature of preventive relief to a litigant to prevent future possible injury. In other words, the court in exercise of the power of granting ad interim injunction is to preserve the subject matter of the suit in the status quo for the time being. It is settled law that the grant of injunction is a discretionary relief. " " 5. Therefore, the burden is on the plaintiff by evidence aliunde by affidavit or otherwise that there is "a prima facie case" in his favour which needs adjudication at the trial. The existence of the prima facie right and infraction of the enjoyment of his property or the right is a condition for the grant of temporary injunction. Prima facie case is not to be confused with prima facie title which has to be established, on evidence at the trial. Only prima facie case is a substantial question raised, bona fide, which needs investigation and a decision on merits. Satisfaction that there is a prima facie case by itself is not sufficient to grant injunction. Prima facie case is not to be confused with prima facie title which has to be established, on evidence at the trial. Only prima facie case is a substantial question raised, bona fide, which needs investigation and a decision on merits. Satisfaction that there is a prima facie case by itself is not sufficient to grant injunction. The Court further has to satisfy that non-interference by the Court would result in "irreparable injury" to the party seeking relief and that there is no other remedy available to the party except one to grant injunction and he needs protection from the consequences of apprehended injury or dispossession. Irreparable injury, however, does not mean that there must be no physical possibility of repairing the injury, but means only that the injury must be a material one, namely one that cannot be adequately compensated by way of damages. The third condition also is that "the balance of convenience" must be in favour of granting injunction. The Court while granting or refusing to grant injunction should exercise sound judicial discretion to find the amount of substantial mischief or injury which is likely to be caused to the parties, if the injunction is refused and compare it with that it is likely to be caused to the other side if the injunction is granted. If on weighing competing possibilities or probabilities of likelihood of injury and if the court considers that pending the suit, the subject-matter should be maintained in status quo, an injunction would be issued." In the second judgment cited above, namely State of Uttar Pradesh and Ors. vs. Ram Sukhi Devi reported in (2005) 9 SCC 733 , the Hon'ble Surpeme Court has opined that final relief sought for in the main case cannot be granted in the form of an interim measure. The relevant portions in the judgment are as follows: "8. To say the least, approach of the learned Single Judge and the Division Bench is judicially unsustainable and indefensible. The final relief sought for in the writ petition has been granted as an interim measure. There was no reason indicated by learned Single Judge as to why the Government Order dated 26.10.1998 was to be ignored. Whether the writ petitioner was entitled to any relief in the writ petition has to be adjudicated at the time of final disposal of the writ petition. There was no reason indicated by learned Single Judge as to why the Government Order dated 26.10.1998 was to be ignored. Whether the writ petitioner was entitled to any relief in the writ petition has to be adjudicated at the time of final disposal of the writ petition. This court has on numerous occasions observed that the final relief sought for should not be granted at an interim stage." "Time and again this Court has deprecated the practice of granting interim orders which practically give the principal relief sought in the petition for no better reason than that of a prima facie case has been made out, without being concerned about the balance of convenience, the public interest and a host of other considerations." In the third judgment cited above, namely Siii) Union of India (UOI) and Ords. vs. Modiluft Ltd. reported in (2003) 6 SCC 65 , the Hon'ble Surpeme Court expressed a similar view. Relying on the said observations of the Hon'ble Supreme Court, the learned senior counsel for the appellants has submitted that, besides applying different yardsticks one in the petition filed by the appellant herein and the other in the petition filed by the opposite party against the appellant and besides violating the audialteram partem principle of natural justice, the Company Law Board has chosen to grant the relief sought for in the company petition in the interim order itself having the effect of disturbing thestatus quo as on the date of filing of the petition and that hence the order of the Company Law Board should be set aside. 23. It is true that the judgments of the Apex court cited by the learned senior counsel contain such recitals and directions deprecating the practice of granting the relief sought for in the main case in the interim order itself. This court is of the considered view that the said question need not be gone into at this stage before considering the sustainability of the impugned order of the Company Law Board in the teeth of its challenge on the ground of violation of the fundamental principle of natural justice, namely the principle of audialteram partem. This court is of the considered view that the said question need not be gone into at this stage before considering the sustainability of the impugned order of the Company Law Board in the teeth of its challenge on the ground of violation of the fundamental principle of natural justice, namely the principle of audialteram partem. In case this court comes to the conclusion that the order of the Company Law Board is obnoxious and cannot be sustained on the ground of violation of the above said principle of natural justice and on the ground of failure to afford an opportunity of being heard, the other question regarding the presence of prima facie case and the balance of convenience need not be gone into. In case this court comes to the conclusion that there is no violation of the above said principle of natural justice and the order of the Company Law Board is not vitiated on that ground, then only consideratin of the question of granting the relief sought for in the main case itself in the interim order and whether the discretion for the grant of interim order was properly exercised, would arise. Therefore, let us now consider the challenge made to the impugned order of the Company Law Board on the ground that it was passed in violation of the principles of natural justice without affording a reasonable opportunity of being heard. 24. It is obvious from the order of the Company Law Board that the Company Petition viz. C.P.No.18 of 2012 came up for hearing before the Company Law Board on 29.02.2012 on which date the appellant herein and his wife appeared and wanted time for filing counter not only regarding the main prayer made in the company petition, but also regarding the interim relief. When such is the case, the proper course that could have been adopted by the Company Law Board is to hear both sides as to the desirability of granting an ad-interim order, take a decision on the spot as to whether such ad-interim relief could be granted and then adjourn the case to a future date for filing counter. When such is the case, the proper course that could have been adopted by the Company Law Board is to hear both sides as to the desirability of granting an ad-interim order, take a decision on the spot as to whether such ad-interim relief could be granted and then adjourn the case to a future date for filing counter. On the other hand, when the Company Law Board did not take a decision on the spot on the date of hearing and decided to pass an order on a future date, it ought to have given an opportunity to the respondents therein, namely the appellant herein and his wife to file their objections in writing before the date fixed for order and then passed order after giving an opportunity of being heard. The very approach made by the Company Law Board in this case seems to be against the established principles of natural justice. When a party has filed a caveat informing the court or the authority that no interim order should be passed without hearing him, then such a party is entitled to a notice in any emergent application moved for interim relief and if on the date of first hearing such party seeks time for filing counter, the court/authority ought to grant such time and in the meanwhile provide for an interim relief to maintain the status quo or to prevent loss or damage which cannot be compensated in money. Such an ad-interim relief should be granted on the date of hearing itself in the presence of the party or the advocate opposing the petition or application after hearing oral objections regarding grant of such ad interim order. What the Company Law Board has done in this case is totally against the said established principle. It did not pass any ad-interim order on the date of hearing, namely 29.02.2012. On the other hand, the order came to be passed on 13.03.2012. The order itself has been typed with the date 13.03.2012. Above the typewritten portion of the order, a handwritten note has been made to the effect that the respondents in the company petition sought time for filing counter in the company petition, meaning that no prayer for filing counter regarding the interim relief was sought for and that the arguments on both sides were heard regarding the interim relief. Above the typewritten portion of the order, a handwritten note has been made to the effect that the respondents in the company petition sought time for filing counter in the company petition, meaning that no prayer for filing counter regarding the interim relief was sought for and that the arguments on both sides were heard regarding the interim relief. The correctness of the said observation itself is disputed. The contention raised on behalf of the appellant that they wanted time for filing counter regarding the interim relief also is not disputed in this appeal. What the learned counsel for the respondent would submit is that the impugned order is only an ad-interim order and the appellant herein and his wife can file a counter and seek for raising or modification of the said interim order, which is impugned in this appeal. The said stand itself will probablise the contention of the appellant that the appellant was not heard regarding the ad-interim order to be granted and only a prayer seeking time for filing counter both in respect of the main relief and in respect of the interim relief was made. It is also obvious from the fact that no ad-interim order was passed on the date of hearing and it was passed 12 days after the hearing date. The test of reasonableness will show that during the said period of 12 days, opportunity could have been granted to the appellant herein and his wife to file their counter and make their representation regarding the grant of interim relief, which the Company Law Board has not done. The Company Law Board ought to have given an opportunity to the appellant herein to raise his objections either by way of filing a counter or by making oral submissions. This court is also convinced with the contention of the learned senior counsel for the appellant that, without hearing anything regarding the grant of interim relief, the Company Law Board has passed the impugned order granting the interim reliefs which shall have the drastic effect. The said contention is sound and sustainable. 25. For all the reasons stated above, this court comes to the conclusion that the impugned order of the Company Law Board passed on 13.03.2012 in C.P.No.18 of 2012 is vitiated because of the violation of the principles of natural justice and hence the same is liable to be set aside. The said contention is sound and sustainable. 25. For all the reasons stated above, this court comes to the conclusion that the impugned order of the Company Law Board passed on 13.03.2012 in C.P.No.18 of 2012 is vitiated because of the violation of the principles of natural justice and hence the same is liable to be set aside. In view of the said finding regarding question No.1, which goes to the root of the matter, consideration of the second question"whether the grant of the interim reliefs sought for by the petitioner in the company petition would amount to granting the main relief itself?" need not be considered and the same shall be left open to be considered by the Company Law Board by remitting the matter back to the Company Law Board to decide the question of desirability of granting interim relief after affording an opportunity to the respondents therein and following the principles of natural justice. 26. In the result, the company appeal is allowed and the order of the Company Law Board made in C.P.No.18 of 2012 passed in the attendance cum order sheet of the hearing of the Chennai Bench of the Company Law Board held on 29.02.2012 at 2.30 p.m stated to be decided on 13.03.2012, is set aside. The Company Law Board shall consider the prayer for interim relief afresh after giving an opportunity to the contesting respondents therein of being heard and if necessary after giving an opportunity to file a counter regarding the prayer for the grant of interim relief. Consequently, connected M.P.No.1 of 2012 is closed.