Independent share valuation may be ordered where an exit offer appears suspect and minority shareholder interests need protection.

An independent valuation of company shares may be ordered where an exit offer and earlier valuation appear suspect, especially if there are indications of undervaluation, non-disclosure of material information, or prejudice to non-promoter shareholders. The Tribunal treated share valuation as a technical exercise but accepted that rectification powers and its procedural powers can support fresh valuation to protect shareholder interests and meet the ends of justice. On the facts described, the order appointing an independent valuer was found to be justified and was upheld.

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Issues: Whether the direction to appoint an independent valuer for revaluation of the company's shares and consequential further action was justified in law and on facts.

Analysis: The appeal concerned a challenge to the Tribunal's direction for fresh valuation of shares after an exit offer was found to be doubtful in view of the lower exit price, alleged undervaluation, and surrounding circumstances suggesting non-disclosure of material information. The Tribunal treated valuation of shares as a technical exercise but held that where the earlier valuation appears suspect and the interest of non-promoter shareholders is at stake, a fresh valuation may be ordered. It relied on the scope of rectification under the Companies Act, the protective purpose of valuation in exit offers, and the Tribunal's powers under its rules to meet the ends of justice. On the record, the Tribunal found no infirmity in the order appointing an independent valuer.

Conclusion: The direction to appoint an independent valuer was upheld, and the appeal failed.

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