( 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 and 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,