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6.According to the accused group, the defacto complainant group received Rs.3 crores from C.Duraisamy group and offered transfer of 87.5% of shares of M/s.Premier Roller Flour Mills Limited, belonging to the defacto complainant and their property as securities for the same and entered into two agreements on 29.10.2004, thereby 87.5% of shares stood transferred to Duraiswamy group and they entered into another agreement on 30.10.2004, in and under which, the records duly signed and executed by the defacto complainant and his group, in respect of their entire shareholding of M/s.Premier Roller Four Mills Limited, were handed over to the Auditor S.Duraiswamy, escrow agent with the condition that if the money advanced under the two agreements are not paid within a period of two years and eleven months, Duraiswamy group shall reconvey 87.5% of shares of the company, which was already conveyed to Duraiswamy group. However, as the defacto complainant group was also indebted to one K.S.Ramalingam to the tune of Rs.65 lakhs and Salem Urban Co-operative Bank to the tune of Rs.1.93 crores with accrued interest and a joint Board meeting of Directors was held on 1.11.2004 in the presence of both the groups and joint resolution was passed to give effect to the transfer of shares and the defacto complainant group resigned from the directorship and Duraiswamy group become the Directors and major shareholders and the amount due to K.S.Ramalingam and Salem Urban Co-operative Bank was cleared and the management of the company was entrusted to new directors i.e., Duraiswamy Group and on the basis of such subsequent development in effecting actual transfer of shares, all the documents, which were in the custody of escrow agent, were received by Duraiswamy group and the same was also intimated to the Registrar of Companies as required under the law and the obligation on the part of escrow agent stood duly discharged and the company is thereafter being managed by new group.

13.The undisputed facts are that the defacto complainant group were the Directors of M/s.Premier Roller Flour Mills Ltd. and it stopped its manufacturing activities in 1999 and were indebted to third parties by names K.S.Ramalingam and Salem Urban Co-operative bank. The defacto complainant group approached C.Duraiswamy group for borrowing money and borrowed a sum of R.3 crores by offering tranfer of 87.5% of shares held by them in the company and the property belonging to them as securities and they entered into two agreements dated 29.10.2004 and 30.10.2004, in and under which, the entire 87.5% shares of the defacto complainant group stood transferred to C.Duraiswamy group and all the documents signed and duly executed by the defacto complainant group were handed over to escrow agent S.Duraiswamy, Auditor on condition that in the event of the defacto complainant group repaid the amount within 2 years and 11 months, all the documents are duly handed over to the defacto complainant group and in pursuance of the same, C.Duraiswamy and his family members become new group in management of M/s.Premier Roller Flour Mills Limited and Duraiswamy group are managing the affairs of the company and the same was also intimated to the Registrar of Companies and annual returns for the year 2005-2006 was filed and thereafter, the defacto complainant group raised disputes by filing civil suit in OS.No.312/2007 and by way of company petition in CP.No.110/2007 thereby questioning the genuineness of the transfer of shares and possession and enjoyment of the Mill in the hands of Duraiswamy group. Thereafter, police complaint was also given by the defacto complainant group. While so, C.Duraiswamy group sold the property belonging to the defacto complainant in favour of ARRS and other Directors. Pending the proceedings as stated above and pending registration of the complaint, the parties entered into compromise, in and under which, Duraiswamy group paid Rs.8 crores to the defacto complainant group who inturn acknowledged the validity of the sale of the property in favour of ARRS Mega Mall Private Limited. The defacto complainant group also executed full satisfaction receipt acknowledging the receipt of Rs.8 crores by way of demand drafts. On the strength of compromise, the proceedings which were pending were withdrawn as settled out of court during 2008 and the payment made were also endorsed in the agreements. Thereafter, the defacto complainant group filed CP.No.36/2008 for similar reliefs of appointment of the Inspector for investigation into the affairs of the company in the hands of Duraiswamy group etc; recovery of the property and for transfer of shares in their names etc.