The main legal point established in the judgment is that the tribunal has the power to make provisions for refund and give directions under Section 402 of the Companies Act, and such orders can be deemed just and equitable based on the circumstances of the case.

( 1 ) SCOPE of dispute involved in this appeal is narrow. The Company Law Board (hereinafter called as the Board ) Principal Bench, New delhi has passed the impugned order dated 13th December, 2002 in CP No. 64/2001 filed by the respondent herein. The said petition by the respondent herein was filed under sections 397 and 398 of the Companies Act, 1956 (for short the Act ) alleging oppression and mismanagement on the part of the appellants herein. In fact perusal of the impugned order would show that this allegation of the respondent is not substantiated and petition to that effect is rejected and, therefore, naturally, the appellants have no grievance against that part of the order. However, in the process, while deciding the company petition the Board also gave directions to the appellants to refund rs. 3. 58 lacs to the respondent herein within two months of the said order. Feeling aggrieved against this part of the order present appeal is preferred.

( 2 ) I may quote para 4 of the impugned order which gives indication of events which took place and also the circumstances under which order of refund of amount to the respondent herein by the appellants was passed:

"i have considered the pleadings and arguments of the counsel. The main complaint of the petitioner is that the jain group has not adequately financed the company in terms of the MOU due to which the performance of the company has suffered, while according to the Jain Group, in spite of their having invested nearly Rs. 50 lakhs, the company is not doing well as the project is not a viable one. It is on record that the petitioner was in charge of the company right from 1994 when the company took up Coolant project and as per the records made available, the turn over of the company in 1998-99 was Rs. 1. 7 lakhs with a loss of Rs. 12 lakhs and the turn over for the year 1999-2000 was Rs. 8. 1 lakhs with a loss of Rs. 12. 6 lakhs. In the year 2000-01, the turn over was Rs. 13. 1 lakhs with a loss of Rs. 3. 6 lakhs. From the Annual report filed by the petitioner after the conclusion of the hearing, it is seen that for the year 2001-02, the turn over had come down to Rs. 4. 3 lacs with a loss of Rs. 7. 1 lacs,. The total cumulative loss is about Rs. 35 lacs. From the Balance Sheet, I also find that the jain Group has inducted nearly Rs. 43 lacs as unsecured loan. From the financial performance of the company, it is clear that as contended by the Jain group, the project does not appear to be a viable one and the claim of the petitioner that the Jain Group has not funded the company is also not borne on the facts as they invested over rs. 40 lacs as unsecured loans. In view of the statement of the counsel for the respondents that the Jain group is prepared to take the petitioner on the board if he is so willing and that proportionate shares will be issued to the petitioner as and when further shares are issued and that they would not dispose of the assets of the company or transfer its business, and that the company would send all notices for general meetings to the petitioner by registered post, nothing appears to survive in the petition. However, the fact is that the Jain Group holds 79. 5% shares in the company and the petitioner having only 20. 5% cannot have any say in the affairs of the company, especially in view of the present disputes. Without being in the active management of the company, he cannot be expected to keep his loan of rs. 1. 85 lakhs and also cannot be denied reimbursement of the expenses of rs. 1. 73 lakhs as recorded in the annual report for 2001-02 under the heard "for services". Therefore, it is but equitable that the company refunds rs. 3. 58 lakhs to the petitioner within 2 months of this order and accordingly I direct so. As far as the shares held by him in the company is concerned, I do not propose to pass any order, in view of the have accumulated losses except that, if the respondents are desirous of purchasing the shares of