Dipak Kumar Sen, J. - (1.) On or about December 5, 1980, Subir Kumar Basu, the applicant herein, moved an application under sections 397 and 398 of the Companies Act, 1956, against New Central Group Engineering (P.) Ltd. (hereinafter referred to as " the company ") and Chirantan Mukherji and Arunangshu Ghose, two directors of the company, praying, inter alia, for appointment of a special officer or an administrator and for investigation into the dealings in respect of the office, assets and affairs of the company by its directors and other reliefs.
(2.) On February 1, 1982, an order was passed in the said application as follows: " The parties agree that the petitioner, Subir Kumar Basu, will sell his shares in the company to the individual respondents or their nominee or nominees or to the respondent company. In the event of the shares being purchased by the respondent company, there will be a corresponding reduction hi the share capital of the respondent company. Shri A. Basu, F.C.A., partner of M/s. G. Basu & Co. of 3, Chowringhee Approach, Calcutta 700 013, is appointed to ascertain the fair value of the shares of the petitioner in the respondent company as on December 8, 1980. In ascertaining such value, the said valuer will take into consideration such factors as he considers relevant after hearing the parties in regard thereto. The valuation report is to be submitted to this court by the valuer on or before March 15, 1982. He will forward copies of the report to the advocates on record of both the parties. The fees of the valuer will be paid out of the funds of the company. The initial remuneration of the valuer is fixed at Rs. 5,000 By this order, the interim applications are disposed of and the main application will appear in the list on April 5, 1982, for further orders."
(3.) On February 27, 1982, the valuer held a meeting of the parties where the applicant, the company as also one of its directors were present. In the minutes of the said meeting, it is recorded, inter alia, as follows : " A letter dated February 22, 1982, received by me from Shri Subir Kumar Basu, a copy of which was given to New Central Group Engineering P. Ltd. was discussed at the meeting. Shri Chirantan Mukherji was requested to make such submission as New Central Group Engineering P. Ltd. would desire in respect of the letter dated February 23, 1982, from Shri Subir Kumar Basu, Shri Subir Kumar Basu wanted to make further submission and he was requested to make such submission in writing It was further agreed that all future correspondence with New Central Group Engineering P. Ltd. would be made at its principal office at 8, Camac Street, Calcutta, marked for the attention of Shri Chirantan Mukherji. The correspondence addressed to Shri Subir Kumar Basu would be sent C/o. Shri A. C. Kary Attorney-at-law and Advocate, 7, Old Post Office Street, Calcutta. Copies of all correspondence would be sent to both the parties and their replies to me should also be sent to the respective other party. The company was requested to furnish certain particulars and the company agreed to do so by March 10, 1982. The next meeting would be called on March 10, 1982, or later and the balance-sheet and profit and loss account of the company made up to December'8, 1980, would be prepared by the company and submitted to the valuer by March 10, 1982.";