TaxTMI 
TaxTMI 
TaxTMI 
2022 (1) TMI 1137
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....llows: "9. Hence, by the submissions dated 11th June, 2018, the Respondent No. 1 to 5 requested this Tribunal to approve fair value of Equity Share of Respondent No. 1 company by correctly applying Jantri rate based on which the value per share is not more than Rs. 426.38 per share. 10. The Applicant/ Original Petitioner vide affidavit dated 5th September, 2018 provided their submissions on the determination of fair value calculated by the Independent Valuer in her valuation report on the ground that the Jantri rate do not reflect the actual property rates and consequently submitted to this Tribunal to set aside the unrealistic valuation report and to take actual value of shares from both sides and higher value submitted should be made binding on the other side or both sides as per various judicial decisions. 11. Moreover, the Applicant also submitted an Affidavit dated 5th October, 2019 and submitted that he is ready to purchase the shares of the Company at mean value of two independent valuers' reports of real estate appointed by both the parties before the charted accountants appointed by this Tribunal which as per his submission comes to Rs. 1247.27 per equity share o....
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.... is listed on 13.11.2020 for compliance of the direction so passed. 17. Hence, the instant IA is disposed of with above observations. No order as to cost." 2. It is the main case of the Appellant that after disposal of the main Petition vide Order dated 13.04.2017, NCLT was only acting as an executing Court for implementation of the Order dated 13.04.2017; that NCLT vide Order dated 25.10.2017 appointed M/s. Alpa Bhavesh Shah & Co. Chartered Accountant, as an Independent Valuer, who submitted their Report on 26.02.2018 determining the value of Equity Shares at Rs. 426.38 per share; that the Independent Valuer's Report is based on the value of asset as per the guideline value/circle rate Jantri value; that the first Respondent objected to the valuation submitted by the Independent Valuer and supported the valuation submitted by the valuer appointed by the first Respondent; that the first Respondent's valuer arrived at a valuation of Rs. 1900 per share based on conjectures and surmises; that the Appellant Company has only three assets; that the Appellants are ready and willing to purchase the shareholding of the first Respondent at Rs. 426.38 per share or at any price which may be....
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....several requests, the Appellant remained adamant on the lowest value and hence NCLT ordered on 27.09.2019 that Appellant has to either purchase a share at average value or sell its share to R-1. Accordingly, the decision to sell the shares of Appellant to the first Respondent was given on 27.09.2019. One more opportunity was given on 16.10.2020 to decide the share value of the shares and NCLT ordered both sides to submit their value of share in a sealed envelope so that the party which offers the higher price could buy out the other side. 4. It was strenuously argued by the first Respondent that though NCLT has taken a judicious approach, it is only to drag the proceedings that the Appellant preferred this Appeal. Further, the Order dated 27.09.2019 was never appealed and hence the Order has attained finality. Assessment: 5. For ready reference, paragraphs 78 to 80 of the Order dated 13.04.2017 passed by the NCLT under Sections 241/242 of the Act is reproduced as hereunder: "78. In view of the above said discussions and in view of the fact that the petitioner and respondents belongs to the same family, instead of straight away appointing an independent valuer to assess the val....
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....ordingly, the fair value has been obtained by Independent Valuer which is in the record. Since, there is a difference in both the valuation, the Petitioner is agreed for mean value and if Respondent does not wish to purchase the share and asset of the company, in that event, the Petitioner is ready to go for the mean value and shall purchase the shares and assets of the company. The Learned PCS on behalf of the Respondent requested time to get appropriate instruction from the client. The prayer is allowed as a last chance as the matter is pending since 2017. The Respondent is directed to either purchase the assets and properties as per mean value or allow the Petitioner to purchase the same, since no alternative left. List the matter on 10.10.2019. (Emphasis Supplied) 7. It is pertinent to mention that this Order dated 27.09.2019 in the same Interim Application 251 of 2019 was never challenged and has attained finality. 8. It is relevant to mention that the Appellants have filed an Affidavit before CLB for implementation of MoU entered into 2012 seeking relief that the Appellants/Petitioner be directed to honour their obligation. It is an admitted fact that the MoU was ....
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....dy to accept the offer given by learned counsel for Respondent No.1, as the parties are trying to settle the matter amicably and the terms offered by Respondent No.1. Accordingly, in continuation of the said order, directions were issued to both the parties to file a joint affidavit indicating the terms on which they have settled the matter jointly duly signed by the parties within two weeks. However, to date, no Joint Affidavit has been filed. Learned PCS representing Respondent No.1 submits that he has not received any money until today, so he cannot sign the documents without receiving the agreed sum. In response to that, counsel for the Appellant submits that he is ready to make the Demand Draft available in the Court by Monday, i.e. 5th July 2021. Learned PCS representing Respondent No.1 further submits that he has not received any payment regarding the unsecured loan given to the Appellant. In reply to this learned counsel for the Appellant submits that Respondent No.1 wants to expand the scope of terms of settlement for which he is not allowed. Both the parties are given time to file the consent terms within ten days from today, failing which the case will be heard on me....