Tribunal confirms share valuation, directs payment, denies inspection, and orders arrears installment

The Tribunal confirmed the valuation of shares at Rs. 8,794 per share as of 17.09.2008, rejecting a change in valuation date. It directed payment of salary, perquisites, and interest to the petitioner, dismissed requests to nullify Board Resolutions, and denied inspection of records. The petitioner's plea for management control was rejected. The respondent was ordered to pay arrears in installments, and the petitioner's miscellaneous application seeking further relief was dismissed. The Tribunal aimed to resolve the dispute conclusively, emphasizing compliance with higher court orders.

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Issues Involved:
1. Valuation of shares.
2. Payment of remuneration and perquisites.
3. Validity of Board Resolutions and EOGM.
4. Management control and interference in company affairs.
5. Inspection of statutory records.
6. Payment of arrears and interest.
7. Miscellaneous reliefs and clarifications.

Issue-wise Analysis:

1. Valuation of Shares:
The valuation of the shares was a primary issue. The Tribunal confirmed the valuation of shares determined by M/s. Natu & Phatak at Rs. 8,794 per share as on 17.09.2008. This valuation was based on the directions of the Hon'ble Supreme Court and subsequent High Court orders. The Tribunal rejected the petitioner's request to change the valuation date from 31.03.1998 to a current date, emphasizing that the valuation date was fixed by the Supreme Court's order dated 17.09.2008.

2. Payment of Remuneration and Perquisites:
The Tribunal addressed the issue of remuneration and perquisites payable to the petitioner. The Tribunal directed that the petitioner be paid an annual salary of Rs. 2,40,000 from 01.10.1999 to 17.09.2008, as well as perquisites for electricity, house rent, and medical expenses, subject to proof of actual payment. The Tribunal also awarded interest on the arrears at 12% per annum up to 26.03.2014 and 8% per annum thereafter until the date of the first installment payment.

3. Validity of Board Resolutions and EOGM:
The Tribunal rejected the petitioner's request to declare certain Board Resolutions and EOGM minutes as null and void. The Tribunal noted that these resolutions and meetings were beyond the scope of the original petition and that the issue of oppression and mismanagement had already been adjudicated upon in the final order dated 20.08.1999, which was not challenged by either party.

4. Management Control and Interference in Company Affairs:
The Tribunal dismissed the petitioner's request to hand over management control of the respondent company to him. The Tribunal reiterated that the petitioner had chosen the option to exit the company by selling his shares, as recorded in the CLB's order dated 20.08.1999. The Tribunal emphasized that the petitioner could not now seek to interfere in the management of the company.

5. Inspection of Statutory Records:
The Tribunal rejected the petitioner's request for inspection of statutory records. The Tribunal noted that the petitioner, having chosen to exit the company, could not interfere in the company's affairs or seek inspection of its records. The Tribunal also referred to the High Court's order dated 27.07.2015, which held that the petitioner could not challenge the Board resolutions or seek to take over the management under the guise of fresh consideration.

6. Payment of Arrears and Interest:
The Tribunal directed the respondent to pay the petitioner arrears of salary and perquisites, along with interest. The Tribunal specified that the payment should be made in six equal monthly installments, starting from 01.08.2019. The Tribunal also directed the petitioner to keep the share certificates in a bank locker to be operated jointly with the respondent until the final installment payment.

7. Miscellaneous Reliefs and Clarifications:
The Tribunal dismissed the petitioner's miscellaneous application (CA 136/2014) seeking clarifications and additional reliefs. The Tribunal noted that the orders referred to in the application had already been adjudicated upon and that the Tribunal did not have the power to review or rectify its own orders. The Tribunal emphasized that any grievances regarding the orders should be addressed through appropriate appellate mechanisms.

Conclusion:
The Tribunal's judgment provided a comprehensive resolution to the long-standing dispute between the parties, addressing the valuation of shares, payment of remuneration and perquisites, and other related issues. The Tribunal's directions aimed to bring finality to the litigation and ensure compliance with the orders of the higher courts.

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