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2017 (10) TMI 1367 - Tri - Companies LawBreach of trust by trustee by selling the assets of the Company - sale of immovable property - value of the property and the buildings of the R1 company when it was sold to the R7 Company - Held that:- Respondents 2 to 6 have sold their entire shareholding to the R7 Company. They have also sold the properties shown in the last available balance sheet for the year 31.03.2001 of the 1st Respondent Company. All these points have been, at length, discussed above. Both the petitioners and the Respondents have not produced any documents or the accounts of the R1 Company for the subsequent years which could clearly indicate clear financial position of the R1 Company. To enable this Tribunal to arrive at a decision based on facts, it is hereby ordered; 1. That an independent Auditor may be appointed, through mutual consent among the parties, to arrive at the value of the property and the buildings of the R1 company when it was sold to the R7 Company, (as on 31.10.2011 in terms of the sale deed attached with the petition). The auditor may also ascertain whether the proceeds have been brought into the books of R1 Company. The independent auditor will also update the accounts of the Company from 01.04.2011 onwards till the current date to ascertain the factual and financial position, with the comments, if any loss has been caused to the 1st Respondent Company by the Respondents 2 to 7, and if so, to quantify the same. 2. A Practicing Company Secretary may also be appointed through mutual consent among the parties to verify whether the procedures and the practices required to be followed in compliance to the Companies Act and various other rules have been followed while selling the shares of R2 to R6 together with the sale of the R1 Company's assets to R7. 3. The Practicing Company Secretary may also provide the details regarding shareholding pattern in the R1 and R7 Companies together with the particulars of their Board of Directors at the time when the assets of the Company and the shares held by respondents No. 2 to 6 were sold/transferred to Respondent No. 7. 4. The independent Auditor and Practicing Company Secretary may submit their reports within two months after their date of appointment. 5. In case, the petitioners and Respondents are unable to arrive at a consensus for appointing an independent auditor and Practicing Company Secretary the parties may approach this Tribunal for their appointments. 6. The fees to be paid to the independent auditor and the Practicing Company Secretary shall be borne by the R1 Company.
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