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Since the counsel for the Respondents submits that his clients are not willing to accept the valuation the petition along with application will be heard on merits on 16-6-2000 at 10.30 a.m. In the meantime, the respondents may react to the proposal of the petitioners that he is willing to sell 250 shares held by him for a consolidated amount of Rs. 30 lakhs.
Minority shareholders/appellants are aggrieved by the said order and have approached this Court.

3. Sri Joseph Kodianthra, counsel appearing for appellants submitted that the Company Law Board has committed an error in not passing a final order on the basis of the valuation report. Counsel submitted that the majority shareholders cannot wriggle out of the orders passed by the Company Law Board on 3-2-1998 and 5-2-1998. Counsel submitted that the majority shareholders have agreed to purchase the shares of the minority shareholders at a valuation to be made by a Chartered Accountant appointed by the Company Law Board. Counsel submitted, valuation report has already been submitted before the Company Law Board and the Company Law Board is legally bound to pass orders on the valuation report. Counsel submitted that the orders passed by the Company Law Board on 3-2-1998 as well as 5-2-1998 would clearly fall under Section 402(b) of the Companies Act and are enforceable under Section 634A of the Companies Act. Counsel submitted, Company Law Board has committed an error in not determining the value of the shares based on the valuation report. In support of his contention counsel made considerable reliance on the decision of Apex Court in Manish Mohan Sharma v. Ram Bahadur Thakur Ltd. [2006] 67 SCL 91. Counsel submitted, in view of the order passed on 3-2-1998, 5-2-1998 and 11-3-1998 and in view of the valuation report received from the valuer appointed by the Company Law Board, the Company Law Board is obliged to determine the value of the minority shares of the appellants and to direct the majority shareholders to purchase the minority shares on the basis of the value to be determined by the Company Law Board failing which the minority shareholders have got a legal right to enforce that order under Section 634A of the Companies Act.

4. Sri. P. Radhakrishnan, counsel appearing for the respondents on the other hand contended that majority shareholders are not accepting the valuation report submitted by the valuer and therefore, there is no question of determining the value by the Company Law Board. Counsel submitted then the only course open to the Company Law Board is to hear the application under Section 397 of the Act. Counsel also submitted the sanctity of the orders dated 3-2-1998, 5-2-1998 and 11-3-1998 has lost its value because of the subsequent offer made by the minority shareholders to sell their shares on a consolidated amount of Rs. 30 lakhs. In any view of the matter, counsel submitted, the orders dated 3-2-1998, 5-2-1998 and 11-3-1998 are not orders which fall under Section 402(b) of the Companies Act and therefore, are not enforceable under Section 634A of the Companies Act. Counsel submitted, the principle laid down in Manish Mohan Sharma's case (supra) is not applicable to the facts of this case.

Provided that the provisions of this section shall not apply on and after the commencement of the Companies (Second Amendment) Act, 2002.
Section 634A has conferred power on the Company Law Board to enforce its orders. Section 634A says that any order made by the Company Law Board may be enforced by that Board in the same manner as if it were a decree made by a Court. A compromise or a consent order can also be executed by the Company Law Board in exercise of the powers under Section 634A. We may in this connection refer to the decision of the Delhi High Court in Consulting Engineers Services (India) Ltd. v. Kaikhosrou K. Framji [2002] 39 SCL 647. In a petition under Section 397, the Company Law Board passed an order with the consent of the parties that one party would sell his shares to the other and the other would purchase them without raising any technical objections. In an application to enforce this order against the party who was directed to purchase, the Court said that the words "any order" in the section must be given their full natural meaning and effect so as to include consent orders also. Such an order could be enforced by the CLB in the same manner as if it were a decree. We may also refer to a decision of the Madras High Court in Kuki Leather (P.) Ltd. v. TNK Govindaraju Chettiar & Co. [2002] 110 Comp. Cas. 474 : 39 SCL 1. That was a case where the petitioner was seeking an order for investigation of affairs. The company offered to purchase the shares of the petitioner. An agreement was reached and recorded by the Company Law Board. It became an order disposing of the petition for investigation. The settlement was not. signed by the parties as required by the Civil Procedure Code. The Court said that this was only a technicality. The Civil Procedure Code was not applicable with all its technicalities. The Court held that the compromise was, therefore, executable. The Calcutta High Court in Debi Jhora Tea Co. Ltd. v. Barendra Krishna Bhowmick [1980] 50 Comp. Cas. 771, held that there shall be no limitation on the Court's power while acting under Sections 397, 398 and 402 of the Companies Act. Court held on a reading of Section 402(a) and Section 402(g), there can be no doubt that the intention of the Legislature was to confer wide and ample powers upon the Court for the regulation of the conduct of the company's affairs.
In our opinion both the Company Law Board and the High Court erred in refusing to execute the order dated 19-8-1999 under Section 634A of the Companies Act. They have thereby failed to exercise the jurisdiction with which they were vested. The failure is heightened given the nature of the order which they were bound to execute. They have erroneously proceeded upon principles applicable to contracts alone and have ignored the fact that the agreement between the parties had culminated in a consent order of the Company Law Board....(p. 104) The principle laid down in the above mentioned decisions would squarely apply to this case. In this case, we may mention that the suggestion made by the Company Law Board to purchase the minority shares was acceptable to the parties. When the matter came upon for hearing before the Company Law Board on 3-2-1998 counsel appearing for the majority shareholders has specifically stated that his clients are agreeable to purchase the minority shares at a valuation to be made by a Chartered Accountant appointed by the Company Law Board. Later Company Law Board passed order dated 5-2-1998 stating that as agreed to by the parties CLB would pass an order appointing a valuer to value the shares as on 31-3-1994, so that the appellant's shares could be purchased by the respondents at a value to be determined by the CLB on the basis of the valuation report. The valuer appointed by the Company Law Board then submitted its report and the Company Law Board should have passed final orders based on the report. Company Law Board cannot abdicate its statutory duty to pass order on the basis of the valuation report. Order to be passed by the Company Law Board on the basis of the valuation report is a final order in terms of Section 402(b) of the Act which can be executed by the parties under Section 634A of the Companies Act.