Manmohan, J.

1. Present appeal has been filed challenging the orders dated 15th March, 2004 and 04th October, 2004 passed by the Company Law Board. While by the first order, Appellants were directed to purchase 33% shares owned by Respondent No. 1 on the basis of Balance Sheet dated 31st March, 1999, by the order dated 04th October, 2004, the Company Law Board appointed a Valuer to value the said shares.

2. Mr. Rohan Thawani, learned counsel for the Appellants submitted that the Company Law Board vide its judgment and order 15th March, 2004 had directed the Appellants herein to either immediately reinstate Respondent No. 1 as Director of the company or in the alternative to purchase his shares on the basis of valuation made by an independent Valuer. Mr. Thawani stated that the Appellants having reinstated Respondent No. 1, cannot now be compelled to purchase his shares and that too, on the basis of a Balance Sheet dated 31st March, 1999.

3. Mr. Thawani further submitted that the Company Law Board cannot compel the Appellants to purchase shares of Respondent No. 1 especially when the Company Law Board had rejected the allegations of oppression made by the Respondent No. 1. Mr. Thawani contended that if Respondent No. 1 wishes to exit the company, he may find a third party purchaser, to which the Appellants would transfer the shares. Mr. Thawani lastly submitted that the Company Law Board in the present proceedings had granted relief which had not even been prayed for by Respondent No. 1.

4. On the other hand, Mr. Virender Ganda, learned senior counsel for Respondent No. 1 submitted that the present appeal is barred by limitation of 120 days qua the order dated 15th March, 2004. He further submitted that the order dated 04th October, 2004 was a consent order which was passed after receiving proposals to appoint Valuer from both the parties. Consequently, according to him, present appeal is not maintainable.

5. Having heard the parties at length, I am of the view that the present appeal needs to be disposed of on merits rather than on technical legal pleas raised by the Respondent.

6. I am of the opinion that the Company Law Board by order dated 15th March, 2004 had actually given an option to Respondent No. 1 and not to the Appellants, as sought to be canvassed by the learned counsel for the Appellants. In fact, the said Respondent had the option to either get himself reinstated as a Director or in the alternative to exit the company after getting his shares valued as on 31st March, 1999.

7. As far as the Company Law Board's power to either grant relief which had not been prayed for or to direct one of the parties unwillingly to enter into a contract for purchase of shares, I am of the opinion that the power of the Company Law Board is of extremely wide amplitude. Sections 397, 398 and 402 of the Companies Act, 1956 (in short `the Act') are reproduced hereinbelow:-

"397. Application to [Tribunal] for relief in cases of oppression.--(1) Any member of a company who complain that the affairs of the company [are being conducted in a manner prejudicial to public interest or] in a manner oppressive to any member or members (including any one or more of themselves) may apply to the [Tribunal] for an order under this section, provided such members have a right so to apply in virtue of section 399.

(2) If, on any application under sub-section (1), the Court is of opinion -

(a)

that the company's affairs [are being conducted in a manner prejudicial to public interest or] in a manner oppressive to any member or members; and

(b)

that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company should be wound up, the [Tribunal] may, with a view to bringing to an end the maters complained of, make such order as it thinks fit.

398. Application to [Tribunal] for relief in cases of mismanagement.--(1) Any member