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2020 (4) TMI 277 - AT - Companies LawSale of Land of a company - proper authorization - order passed by NCLT covering alleged impugned Board Resolution of Board Meeting dated 01st August, 2015 as well as registration of document for land measuring 9 Acres 18 Guntas with the Sub-Registrar as specified in the petition as null and void - HELD THAT:- The Appellant has failed to adduce any evidence relating to the presence of Respondent no.2 at the Board Meeting held on 01.08.2015. Therefore, in terms of the provisions of section 17 of the Limitation Act, 1963, the petition was filed by Respondent No.2 within time and is not barred by limitation - Audit Report and relevant financial statement is not reflecting sale of the said land. No board meeting dated 01.08.2015 was held as per the annual return (2015-2016) of the company. Moreover, due diligence was not done by the appellant to verify that the board resolution was passed on 01.08.2015. The original board resolution was not shown to the Appellant and he purchased the land on the basis of certified copy of the board resolution. A perusal of financial statement shows that balance sheet is at historical cost basis and not on replacement cost basis apparently, hence there may be purchase of land & not sale of land as reflected under “Fixed Assets” in Balance Sheet. Sale of the property of a company requires board resolution to that effect. The sale alleged to have been executed is only on the basis of board resolution dated 01.08.2015 which itself cannot be relied upon. Therefore, the sale of the said land seems to have been executed without proper authorization of the board - Order of NCLT upheld. Appeal disposed off.
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