Company Law Board directs share purchase from Group B, denies refund; affirms 2nd respondent as director

The Company Law Board found that Group A was obligated to purchase shares from Group B as directed in a previous order, but no decision was made regarding the refund of application money. Respondents were instructed to exchange statutory records by a specified date. The request for Group A to buy shares from the 2nd respondent and refund application money was denied. The 2nd respondent was affirmed as a director despite non-attendance at meetings during the appeal process. The applications were resolved with these directives and clarifications.

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Issues involved: Consideration of three applications seeking implementation of directions given in a previous order by the Company Law Board.

Details of the Judgment:

1. The directions in the previous order included reconstitution of the Board of directors, allotment of shares, and options for shareholders to repurchase or sell shares.

2. Respondents 10 to 23 (Group B) alleged that petitioners (Group A) failed to purchase their shares and refund share application money as directed. The 2nd respondent claimed petitioners declared him to have ceased as a director and failed to implement share purchase directions.

3. Arguments were presented regarding the rejection of share offers, refund of application money, and non-handover of company records. The 2nd respondent's absence from Board meetings was disputed, invoking Section 283(1)(g) of the Act.

4. The Board found that Group A was bound to purchase shares offered by Group B as per directions. No order was passed on the refund of application money. Respondents were directed to exchange statutory records for consideration by a specified date.

5. The prayer for Group A to purchase shares held by the 2nd respondent and refund application money was declined. The 2nd respondent was recognized as a continuing director despite non-attendance at meetings during appeal proceedings.

6. The applications were disposed of with the above directions and observations.

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