2013 (5) TMI 246 - HC - Companies Law

High Court overturns Company Law Board's order on share valuation and asset possession, directs new procedures.

The High Court set aside the Company Law Board's order directing payment of Rs. 706.73 per share and restoration of possession of company assets. The ... Appeals against the orders of the CLB – u/s 10F of the Act - CLB's rejection of the Appellants' prayer for a higher percentage of shareholding in NHEL. The question whether on the death of Mrs. Suhag Rani, the mother of the Appellant 1 and Respondents 3 and 4, who died in 2000 leaving behind a will, the Appellants would be entitled to any share therein or in the 22,600 equity shares held by Respondent 2 as Karta of the HUF? Held that:- Considering that the Appellants have limited their reliefs before the CLB, this Court is not inclined to permit the Appellants to expand the scope of the reliefs sought for. At the same time, the Appellants cannot be deprived of the relief of being compensated for the shares held by them in NHEL. This will require valuation of shares to be carried out by a C.A appointed by the Court. Court sets aside the impugned order to the extent that it directs that the Appellants will be paid a sum of Rs. 706.73 per equity share as well as restore to NHEL possession of the premises, plant and machinery and building. The matter is accordingly remanded back to the CLB with the following directions. The CLB will appoint a Local Commissioner to ascertain, in a time bound manner, as to who is in possession of the properties of NHEL and submit a comprehensive report (ii) The fee of the Local Commissioner will be shared equally by the Appellants and Respondents 2 to 4. The CLB will appoint an accredited valuer to value the shares of NHEL for current market value of the assets. The valuer so appointed will submit a valuation report within the time stipulated by the CLB. On the basis of the valuation report, the CLB will proceed to issue further directions for payments by Respondents 2 to 4 for the shareholding of the Appellants. Based on the report of the Local Commissioner to be submitted before the CLB in a time bound manner, the CLB will issue further directions as regards the possession of the property and assets of NHEL. The appeal is disposed of in the above terms with costs of Rs. 10,000 which shall be paid by Respondents 2 to 4 to the Appellants within a period of 4 weeks. Issues Involved:1. Allegations of oppression and mismanagement.2. Valuation of shares.3. Possession of company property.4. Compliance with the Company Law Board (CLB) orders.5. Scope of appellate jurisdiction under Section 10F of the Companies Act, 1956.Issue-wise Detailed Analysis:1. Allegations of oppression and mismanagement:The CLB found that the allegations of oppression and mismanagement by the Respondents, leading to the depletion of NHEL's reserves, remained uncontroverted. It held that although the case warranted winding up of NHEL, such an order would prejudice the interests of the Appellant and other shareholders. The CLB rejected the Respondents' objections to the maintainability of the petition and dismissed the claim of forum shopping by the Appellants.2. Valuation of shares:The CLB determined that the Appellants' shareholding was 20.47% (40,940 shares) of NHEL's total shares. The Appellants had restricted their prayers to the valuation of their shareholding to enable them to exit NHEL. The CLB directed that the Appellants be paid Rs. 706.73 per share, totaling Rs. 2,89,33,526.20. The High Court found that the CLB failed to explain how it arrived at this fair market value and criticized the lack of a proper valuation by an accredited valuer.3. Possession of company property:The CLB's order required the Appellants to return the possession of the land and building of NHEL. The High Court found this direction erroneous, as there was no factual determination that the Appellants were in actual possession of NHEL's assets. The CLB should have first ascertained the possession status through a Local Commissioner.4. Compliance with the CLB orders:The High Court noted that the Respondents had not made any effort to comply with the CLB's order to pay the Appellants for their shares. There was no stay of the CLB's order, and the Respondents did not offer to deposit the amount in court or seek an extension of time for payment. The High Court held that the Respondents could not insist on implementing the CLB's order when they had failed to comply with it.5. Scope of appellate jurisdiction under Section 10F of the Companies Act, 1956:The High Court clarified that under Section 10F, it could examine questions of law arising from the CLB's order. It held that if a finding of fact is perverse and based on no evidence, it can be set aside in appeal, as the perversity itself becomes a question of law. The High Court found that the CLB's order was perverse and did not provide a proper consequential order to end the matters complained of.Conclusions and Directions:The High Court set aside the CLB's order to the extent that it directed the Appellants to be paid Rs. 706.73 per share and to restore possession of NHEL's assets. It remanded the matter back to the CLB with directions to:1. Appoint a Local Commissioner to ascertain possession of NHEL's properties.2. Share the fee of the Local Commissioner equally between the Appellants and Respondents 2 to 4.3. Appoint an accredited valuer to determine the current market value of NHEL's shares.4. Ensure the valuer submits a report within three months.5. Issue further directions for payment based on the valuation report.6. Issue directions regarding possession of NHEL's property based on the Local Commissioner's report.The appeal was disposed of with costs of Rs. 10,000 to be paid by Respondents 2 to 4 to the Appellants within four weeks.