2019 (9) TMI 1674

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....rate discussion on the issues involved in the present matter passed the order on 4th Oct, 2017 and approved the minutes of special resolution dated 12.12.2016 for reduction of the share capital of the Applicant Company. However, one of the objectors Mr. Mahindra G Wadhwani has filed the appeal against the order passed by this Tribunal and the Hon'ble NCLAT has set aside the order on 17.04.2108 on the ground that the affidavit dated 18.09.2017 filed by the Respondent Number 3. (Regional Director) has not been taken into consideration before the pronouncement of the order on 04.10.2017. Therefore, the Hon'ble NCLAT has directed this Tribunal to take into consideration the said affidavit and after giving due opportunity to all the parties to a....

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....irector's (RD) Affidavit, it has been stated that the Company has taken Discounted Cash Flow (DCF) method of valuation and the valuation report has not been sent to the shareholders before the convening of the meeting to approve the subject Resolution. 5. The objection by the complainants/ non-promoter equity shareholders are that, the value of the share at a Net Assets Value (NAV) method was Rs.351 per share, whereas, in the scheme for reduction of share capital, the non-promoter equity shareholders were repaid to the face value of the share along with the premium of Rs.97 per share. As per the Valuer's report, DCP method has been followed to arrive at the above value. Both the complainants and the RD's contentions are that ....

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....sing of the company, and hence, they should have been paid as per NAV valuation only and not as per valuation arrived at by the DCF method. But, the reasoning behind this statement appears to be flawed as unless the company's assets are liquidated, it cannot be considered as a closed Company, as the company is a different entity apart from the shareholders. It is also stated by the RD that as per SEBI 8. Regulations, the scrutinizer should have segregated the voting by the promoters and exiting non-promoter shareholders. However, it has already been stated in the earlier Order of this Bench dated 04.10.2017 that at the time of initial public offering, the company was listed with only Madras Stock Exchange and there was little trading....

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.... which is against the grain of the SEBI Regulations. In this connection, this Bench observes that the shareholders' meeting is as per the provisions of the Companies Act, 2013 and the relevant rules provided there under. Hence, for a company which is not a listed company, it cannot be expected to follow the SEBI guidelines regarding the conduct of the meeting. 10. An objection has also been raised by the objectors and the Regional Director under Para (d), which can be found at the end of page 5 of the affidavit dated 18.09.2017. It has been stated by the RD that the Company has not done the valuation by an Independent valuer selected from the panel of valuers empanelled by SEBI as per its circular dated 10.10.2016 which is against th....