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2016 (12) TMI 1427 - COMPANY LAW BOARD NEW DELHIReliefs seeked including declaring appointment of R3 as invalid and also resignation of R2 as director from R1-Company as null and void - Held that:- It is the petitioner who suffered in between these two brothers i.e. R2 &R3. Since R2 admitted in his affidavit that he was forced to sign on some papers, it is in between R2 & R3 to decide whether any transfer taken place or not. As long as such transfer in a private company governed by clause 7 of Articles of Association has not come before the Board for approval, the transfer in between them cannot be considered as valid. For there being a grave allegation against R3 that he has siphoned more than ₹ 85 lacs from the company by withdrawing from the Bank, A. Bafna &Co., Chartered Accountants. K-2, Keshav Path, Ahinsa Circle, C-Scheme, Keshav Path-302001, Jaipur, Rajasthan (Ph. : 01414003005) is hereby appointed to find out as to whether funds of the company have been swindled by R3. Since R3 is no body in the company, he has no right to operate bank account and conduct the affairs of the company; he is answerable to his acts in the company. To know as to whether R3 siphoned the funds of the company, the Chartered Accountant is directed to inspect the accounts and file his report within two months from hereof. As to remuneration. R1-company is directed to pay remuneration as agreeable to the Chartered Accountant. R3 has asked this Bench to investigate the whole affairs of the company, forgetting R3 is neither a shareholder nor a director in the company. For he being nobody in the company, he cannot seek any relief u/s 397 and 398 of the Act. Therefore, no investigation has been ordered in relation to the affairs of the company as asked by R3. For having R2 filed affidavit today, R3 has asked time to file reply to the affidavit. Since this Bench has not gone against R3 basing on the averments of the affidavit filed by R2, the reply by R3 to R2 reply will not make any difference to the findings made by this Bench because this case has been decided solely on the ground that the petitioner's consent was not there, either for appointment of R3 as director or for the alleged transfer of shareholding from R2 to R3. For these two reasons, the allegations inter se in between R2 and R3 do not have any bearing on the present adjudication. This petition is hereby disposed of directing R3 or through any other person, not to deal with the affairs of the company or its Hotel situated at Alwar from hereof.
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