TaxTMI 
TaxTMI 
2019 (5) TMI 824
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....o the extent as was directed and the contesting parties were given opportunity to buy out each other. 2. The Original Respondent Nos.2 and 3 then filed CA No.217 of 2017, 306/2018 as applicants claiming to have taken steps as per orders passed by this Tribunal and the original Respondent No.2 and 3 sought permission to tender before the Tribunal an amount of Rs. 1,56,24,000/- towards consideration for acquisition of the shares of original petitioners. 3. It appears that when the said application came up before NCLT the appellant-original petitioner filed reply raising grievances. It has been argued by the learned counsel for the appellant that the first order of NCLT was only modified by this Tribunal and or first order of NCLT required valuer to give report to which the original petitioners was entitled to raise objections and such opportunity was not given to the petitioner. The petitioner wanted to have access to the accounts to verify the valuation which opportunity he did not get. The learned counsel submitted that the NCLAT order dated 21.7.2017 had directed the respondents to restore the appellant as Director but the same compliance was not done in time. According to him i....
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....he Valuer shall determine the fair value of the shares keeping in mind that the manufacturing business of the Company is closed for many years and the factory of the Company except for 1000 square yards of vacant land has been leased out for about eight years, as apparent from terms of the lease deed. The Valuer shall determine the value by all the recognised methods and applicable rules and regulations on the said date i.e. 31.03.2015. (ii) The parties are directed to extend cooperation to the said valuer. The Company shall submit all the official documents/papers for the purpose for valuation as desired/required by the Valuer. (iii) The Valuer shall supply to the parties the copy of the report to which the parties would be at liberty to file their objections within two weeks and the Valuer shall them prepare the final report within one month and send the same to the parties; (iv) On valuation of the shares of the petitioner, he shall be given exit by R-2 and R-3 by paying the amount as per percentage of their shareholding as on 31.03.2015 along with interest at the rate of 10% per annum from 01.04.2015 till payment This payment shall be made within three months of communica....
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....of Judgement dated 21.7.2017 passed by this Tribunal in Company Appeal (AT) No.92/2017 reads as under: "Further, the law cannot be applied in a manner that it incentivise the minority shareholding which has already been reduced due to his act of oppression. Therefore, the exit of the appellant without giving him the prior right to purchase the majority shareholding may also be unfair to him and to curb such practices, we issue the following directions. (i) that the appellant be restored as director of the R1 company till he exits the company. (ii) That the respondent shall quote the acquisition value per share to the appellant within a period of one month. (iii) That the appellant shall be given the right to purchase the value of shareholding of R2 and R3. However, to compensate the appellant being minority shareholder having received neither remuneration nor dividend, he shall be given the right to purchase the shareholding of R2 and R3 at a discount of 10% to the quoted rate. (iv) The appellant shall exercise the above right within 15 days from the date of communication of the acquisition value by the respondents and settle the accounts within 2 months from the date on ....
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....e Appellate Tribunal. As per the direction no.(ii) the respondents/applicants were to quote the acquisition value per share to the petitioner/non- applicant within a period of one month. Admittedly, the applicants communicated the letter quoting the acquisition value per share vide letter dated 14.09.2017 (Annexure R-3). The price quoted per share is Rs.1440/-. The petitioner/ non-applicant was to exercise the right to purchase the value of share holds of both the applicants for which he was to exercise the right within 15 days from the date of communication of acquisition value and then to settle the account within 2 months from the date of which such right is exercised. Admittedly, in the communication sent by the applicants the petitioner/non-applicant was offered the share at the discounted rate of 10% of the quoted rate. It was stated that the applicants were ready to purchase 10850 equity shares held by the petitioner/non-applicant and the deposit payment of Rs.1,56,24,000/- calculated at the rate of Rs.1440/- per share by way of demand draft in the name of petitioner/non-applicant within requisite period of 2 months for date of communication. It was also communicated that in....