D. K. Jain ( 1 ) IN this appeal, FAO (OS) 39/93, directed against the order dated 5 February 1993 passed by a learned Single Judge of this Court, in various interlocutory applications in Suit No. 1310/88 and rejecting the objections against the report of the Chartered Accountants, appointed for the purpose of valuation of the assets, moveable and immoveable, of the company M/s Kidarsons Industries Pvt. Ltd. , these applications have been filed by one of the appellants viz. , Mr. Narinder Nath Nanda, seeking various directions. While CM 2063/94 is for appointment of a receiver in respect of the assets of the said company, CM 2064/94 seeks to restrain the respondents from creating any third party rights or alienating, transferring or parting with possession of: (i) property at 41, Golf Links, New Delhi, belonging to the said company and (ii) 5564 equity shares, by using signed blank transfer deeds handed over to them or otherwise. Since the relief claimed in these two applications is, in substance, similar, both the applications are being disposed of by this common order. ( 2 ) IN order to appreciate the controversy involved, it would be necessary to briefly state the facts. ( 3 ) M/s Kidarsons Industries Pvt. Ltd, respondent No. 1, is a closely held Private Limited company whose entire share holding is by the Nanda family consisting of four brothers arid their mother. The contest is between one brother Mr. Narinder Nath Nanda on the one side and the other three brothers and their mother on the other side. Mr. Narinder Nath Nanda and his group holds 5564 shares, constituting 30. 14% of the total share capital of the company. One of the main source of income of the company was the commission from an agency of one M/s Thyssen Stahl Union of Germany. ( 4 ) IN April 1988, Narinder Nath Nanda group moved a petition under Sections 433 and 439 of the Companies Act, 1956 for winding up of the company, in which notice to show cause was issued. It appears that apprehending some move by Mr. Narinder Nath Nanda in getting agency of Thyssen Stahl Union of Germany transferred to a company, viz. , M/s Hansa Industries Pvt. Ltd. exclusively belonging to him, the other group, headed by Mr. Mohinder Nath Nanda, elder brother of Mr. It appears that apprehending some move by Mr. Narinder Nath Nanda in getting agency of Thyssen Stahl Union of Germany transferred to a company, viz. , M/s Hansa Industries Pvt. Ltd. exclusively belonging to him, the other group, headed by Mr. Mohinder Nath Nanda, elder brother of Mr. Narinder Nath Nanda, filed a suit (No. 1310/88) on behalf of the company, inter alia, seeking a decree of perpetual injunction restraining defendants from carrying on the said agency business in India and holding these defendants out as agents of the said German concern. In the suit M/s Hansa Industries Pvt. Ltd. , the first appellant herein, was the first defendant and Mr. Narinder Nath, his wife and son were the other defendants. ( 5 ) ON 9 June 1988 both the groups arrived at a compromise regarding the suit as well as the company petition, referred to above. The terms of settlement, which were recorded in Court, inter alia, provided that Narinder nath and his group will transfer their 5564 shares to the company; the price of the shares will be paid in specie by company by transferring 30. 14% of its assets in favour of Narinder Nath group; the agency ofthe aforementioned German concern will be with Narinder Nath group; the assets of the company will be valued as on 1 July 1988; Justice P. N. Khanna, a retired Judge of this Court, will act as a mediator/commissioner to separate 30. 14% of the assets of the company to be given to Narinder Nath group and Mr. Narinder Nath will continue to occupy the portion of the property of the company at 41, Golf Links, New Delhi, in which he was residing and the value of such portion will be taken into account for evaluating the assets of the company and value of the part of the property occupied by him will be adjusted in the value of his share. It appears that Justice P. N. Khanna could not finalise the matter and, therefore, the matter came up before the Court by way of various applications, whereafter in the absence of any agreement upon the name of the Chartered Accountant, the Court nominated a firm of Chartered Accountants for the purpose of valuation of the assets of the company and the shares. The Chartered Accountants filed their report; Narinder Nath group filed objections against it, which as noted above, having been dismissed on 5 February 1993, the present appeal was filed by the Narinder Nath group. Alongwith the appeal, an application (CM 684/93) was filed, seeking stay of the impugned judgment but the same was dismissed on 12 May 1993. Another application CM 1878/93, filed by the appellant, again seeking stay of the impugned judgment and other subsequent orders and for permission to urge additional grounds in appeal was also dismissed, as devoid of any merit. Yet another application (CM 683/93), seeking appointment of a receiver filed by the appellants was not pressed, ostensibly for the reason that the Court had fixed the main appeal for hearing on a shorter date and was dismissed as such on 4 August 1993. ( 6 ) SINCE there was no stay of the order impugned in the appeal, the respondents took out execution proceedings against the appellants herein and various orders were passed by the executing Court and on 25 May 1993, the Court gave certain directions with regard to the Golf Links and Defence Colony properties and the shares of Narinder Nath group. Ultimately on 28 May 1993 the executing Court took on record the affidavits filed by Mr. Narinder Nath and two others and accepted their undertaking to vacate the portion of the property in their occupation at 41, Golf Links, New Delhi on or before 30 September 1993. While permitting the respondents to carry out repairs and renovations in the said property at their own cost, the Court restrained them from encumbering the said property in any manner or to create third party interest therein or from making any structural changes. ( 7 ) THEREAFTER the appellants moved an application CM 2649/93, seeking a direction for early hearing of the appeal and stay of their dispossession from 41 Golf Links, New Delhi in terms of order dated 28 May 1993. While dismissing the application by a speaking order on 29 September 1993, the Court granted ten days more time to Narinder Nath and his son to vacate and handover possession of the Golf Links property to the local commissioner. While dismissing the application by a speaking order on 29 September 1993, the Court granted ten days more time to Narinder Nath and his son to vacate and handover possession of the Golf Links property to the local commissioner. Appellants request for grant of further time to vacate the premises having been declined on 11 October 1993, its possession having been taken and the appellants having lost their control on the Golf Links property, have moved the present applications No. 2063 and 2064/94, above mentioned. ( 8 ) THE respondents resist the applications. In the detailed replies, references have been made to various (aforenoticed) applications filed by the appellants in this appeal seeking stay of the impugned judgment, appointment of receiver and inparticular dispossession from the property at 41, Golf Links, New Delhi and their dismissal by this Court. It is pointed out that against the orders passed in CMs 684/ 93 and 1878/93 on 12 May 1993 and 7 May 1993 respectively declining to grant stay of the impugned order, the appellants preferred SLPs but these were dismissed as withdrawn. It is also stated that appeal filed by the appellants (EFA (OS) 3/93) against the order passed by the learned single Judge for execution of the judgment dated 5 February 1993, impugned in this appeal, was also dismissed and so was the SLP againstt hat order. The respondents allege that the present applications are malafide and filed only with a view to thwart the implementation of the settlement dated 9 June 1988. ( 9 ) WE have heard Mr. S. K. Dholakia, Senior Advocate for the appellants and Mr. V. P. Singh, Senior Advocate for the respondents. While inviting our attention to the valuation report prepared by the Chartered Accountants, the main thrust of Mr. Dholakia s argument is that apart from the fact that the report suffers from patent errors with regard to valuation of the goodwill of the company, property at Udyog Nagar and provision for notional tax liability on account of capital gains, the Chartered Accountants afforded no opportunity to the appellants to put forth their view point regarding valuation of various assets of the company. He has stressed that the said valuation report be set aside and some other Chartered Accountants be appointed to re-evaluate the assets of the company to facilitate working out a fair settlement under the settlement dated 9 June 1988 and in the meantime, a receiver be appointed to watch the interest of the appellants in the company so that the company does not squander away its assets to the disadvantage of the appellants. ( 10 ) ON the other hand, on behalf of the respondents, Mr. V. P. Singh has submitted that the order passed by the learned single Judge on 28 May 1993, restraining the respondents from encumbering the property at Golf Links in any manner or creating third party interest therein or from making any structural changes, adequately protects the rights of the appellants and, therefore, there is no basis for the apprehension of the appellants that the company might dispose of its assets. Mr. Singh has also stated that at the moment the company has no plans to either dispose of any of its properties or surrender any tenancy rights. ( 11 ) WITHOUT going into the merits of the appeal at this stage, lest it might prejudice the case of either of the parties, we feel that the order dated 28 May 1993 passed by the learned Single Judge sufficiently protects the interest of the appellants in so far as the property at 41 Golf Links, New Delhi and 5564 shares are concerned. Application, CM 2064/94 thus is misconceived. ( 12 ) AS regards the plea for appointment of a receiver (CM 2063/94), we are of the view that having accepted the settlement dated 9 June 1988 and surrendered its entire share holding in the company in terms thereof, Narinder Nath group is now precluded from participating in the day to day functioning of the company. Their interest in the company is limited to the extent that its valuable assets, sufficient to di scharge its liabilities towards the appellants are protected. In our view order dated 28may 1993, passed by the learned Single Judge, coupled with Mr. V. P. Singh s statement to the effect that the company does not propose to part with any of its immoveable assets, whether in its ownership or tenancy, sufficiently safeguards the interest of the appellants. We see no merit in the apprehension of Mr. In our view order dated 28may 1993, passed by the learned Single Judge, coupled with Mr. V. P. Singh s statement to the effect that the company does not propose to part with any of its immoveable assets, whether in its ownership or tenancy, sufficiently safeguards the interest of the appellants. We see no merit in the apprehension of Mr. A. C. Gulati, who addressed us on behalf of the appellants in the absence of Mr. Dholakia that to defeat the rights of the appellants the respondents might create third party charge against company s properties. It does not stand to reason and we do not think that just to cause harm to the appellants, who hold only 30. 14% shares in the company, the other majority shareholding group would do something to destroy its own interest or put their 70% interest in the company in jeopardy by creating third party interest in the assets and properties of the company. It would not be out of place to mention that in CM 2063/94, the applicants have dealt with the report of the Chartered Accountants, the valuation of the assets given by them and their own estimate of valuation of each of the assets. The sum total is that the value of appellant s 30. 14% shares in the property of the company has been worked out by the Chartered Accountants at a figure of Rs. 1,03,09,234. 00 whereas the appellants estimate their share at Rs. 1,76,51,625. 00. One of the properties in Defence Colony given to Narinder Nath Group in settlement is valued at Rs. 36,33,200. 00. As noted above, the learned Single Judge has already restrained the transfer of Golf Links property, which, having been valued at Rs. 2,12,07,000. 00 would itself be sufficient to protect the interest of the appellants. We, thus, feel that the interest of the appellants is sufficiently safeguarded. There is no ground to appoint a receiver of the company. We find no merit in this application as well. ( 13 ) CONSEQUENTLY both the applications are dismissed with no order as to costs. We, however, record the assurance given by Mr. V. P. Singh, learned counsel for the respondents that the company shall not sell, transfer, alienate or otherwise encumber any of its immovable assets without the permission of this Court.