Fair valuation in exit offers can justify independent revaluation where disclosure and bona fides are in doubt.

In proceedings framed under section 59 of the Companies Act, 2013, the Tribunal treated a challenge to the fairness of an exit-offer valuation as maintainable where the valuation report had not been disclosed, the earlier valuation appeared doubtful, and the requested rectification relief depended on a fresh valuation. It held that misdescription of the provision invoked did not prevent effective relief when the substance of the grievance concerned the integrity of the valuation underpinning the corporate action. Relying on its inherent and statutory powers under the Companies Act and NCLT Rules, the Tribunal permitted appointment of an independent valuer and treated the remaining prayers as consequential to that report.

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Issues: Whether the Tribunal could, in proceedings styled under section 59 of the Companies Act, 2013, direct appointment of an independent valuer for revaluation of shares in an exit offer and treat rectification of the register and other reliefs as consequential.

Analysis: The application was essentially directed against the fairness and correctness of the valuation adopted for the exit offer. The Tribunal held that the grievance was not a mere challenge in the abstract, because the material on record raised doubts about the bona fides of the earlier valuation, the valuation report had not been disclosed, and the exit price appeared substantially lower than earlier indicative values. The Tribunal further held that although section 59 contemplates rectification of the register, the power to grant effective relief was not defeated by misdescription of the provision invoked. It reasoned that where the valuation itself was suspected to be contrary to the governing framework and the rectification relief was consequential, a fresh valuation could be ordered in the interest of justice. The Tribunal also relied on its inherent powers and the statutory scheme reflected in the Companies Act and the NCLT Rules to support appointment of an independent valuer.

Conclusion: The Tribunal held that appointment of an independent valuer was permissible and justified, and that the petition was maintainable to that extent.

Final Conclusion: The petitioner obtained the principal relief of independent revaluation, while the remaining prayers were kept dependent on the valuation report.

Ratio Decidendi: A tribunal may invoke its inherent and statutory powers to order independent valuation where the challenge goes to the fairness of the valuation underlying the complained-of corporate action and the consequential relief sought depends on that valuation, even if the application is framed under a provision dealing with rectification of the register.

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