B. P. Singh, J. - (1.) This appeal by Special Leave is directed against the judgment and order of the High Court of Delhi at New Delhi dated March 25, 1998 in F.A.O. (O.S.) No.39 of 1993, whereby the Division Bench of the High Court dismissed the appeal preferred by the appellants herein against the order of the learned Single Judge dismissing their objections to the report of the Chartered Accountants who had valued the share of Respondent No.1 Company, and directing the implementation of the settlement arrived at between the parties on 9th June, 1988. This Court while granting special leave by its Order dated March 19, 1999 restricted the appeal to two issues only as recorded in the order of this Court dated August 10, 1998, namely issues relating :-"(a) The portion of the Golf Links property which was in the possession of N.N. Nanda. (b) Modification of the Division Bench order so that it is stated that the company shall challenge the imposition of capital gains tax, if any provided funds for that purpose are furnished by the appellants".
(2.) To appreciate the background in which the two aforesaid issues arise, it is necessary to refer to the factual background of the case. The relevant facts are really not in dispute. The Respondent No.1 Company, namely Kidarsons Industries Pvt. Ltd. is a Private Limited Company closely held by the Nanda family. Except for a few shares held by their relatives and friends the entire shareholding of the Company is that of the members of the Nanda family. Appellant No.2 before us is Shri Narendra Nath Nanda. His three brothers namely, Mohinder Nath, Varinder Nath and Rajinder Nath were the respondents in the High Court along with their mother, who is no more.
(3.) The main source of income of Respondent No.1 Company was the commission earned from the agency business of M/s. Thyssen Sthal Union of Germany (hereinafter referred to as Thyssen). Disputes arose between the brothers, and it appears that appellant No.2 succeeded in getting the agency exclusively in his name. M/s. Thyssen served a notice on Respondent No.1 Company terminating their agency w.e.f. June 30, 1988 and thereafter the agency was given to appellant No.1, namely Hansa Industries Private Limited, a company controlled by appellant No.2.;