TaxTMI 
TaxTMI 
2022 (12) TMI 1152
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....as to 'the Tribunal') in C.P No. 879/59/ND/2019. 2. The Appellant has sought the following reliefs: * To set aside and quash the impugned order dated 01.07.2022 passed by the Tribunal in CP No. 879/59/ND/2019 titled as "Amrex Marketing Private Limited Vs. Universal Conveyor Beltings Limited & Ors." * To hold the CP No.879/59/ND/2019 titled as "Amrex Marketing Private Limited Vs. Universal Conveyor Beltings Limited & Ors" as not maintainable and accordingly dismiss the CP No.879/59/ND/2019 pending adjudication before the Tribunal etc. 3. The Appellant company is aggrieved with the order passed by the Tribunal asking an Independent Valuer be appointed forthwith from the list of approved valuers of IBBI by the Appellant Company, the services of which will be compensated by the Appellant Company and has directed the Appellant company to take further action as per the valuation arrived at by the Independent valuer. 4. The shares of the Appellant company were listed on New Delhi Stock Exchange in 1975 and the said stock exchange was derecognized in the year 2016. The SEBI vide circular dated 30.05.2012 issued guidelines for facilitating exit to the shareholders....
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....l and ancillary powers which are necessary to make fully effective the express grant of statutory powers. Certain powers are recognised as incidental and ancillary, not because they are inherent in the Tribunal, nor because its jurisdiction is plenary, but because it is the legislative intent that the power which is expressly granted in the assigned field of jurisdiction is efficaciously and meaningfully exercised. The powers of the Tribunal are no doubt limited. Its area of jurisdiction is clearly defined, but within the bounds of its jurisdiction, it has all the powers expressly and impliedly granted. The implied grant is, of course, limited by the express grant and, therefore, it can only be such powers as are truly incidental and ancillary for doing all such acts or employing all such means as are reasonably necessary to make the grant effective. As stated in Maxwell on Interpretation of statutes (11th edn.) "where an Act confers a jurisdiction, it impliedly also grants the power of doing all such acts, or employing such means, as are essentially necessary to its execution". * Nimish H.Shah and Anr. Vs. Securities and Exchange Board of India & Anr. W.P(C)7768/2019, CM No. 32....
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....s raised by the appellants and we must observe that several other similar objections were raised by them. We have also noticed the reply of the respondents and in most cases the observations of the valuer. It appears to us that the appellant expects this Court to act as an expert itself. This, we are forbidden from doing. Unless it is shown that some well accepted principle of valuation has been departed from without any reason, or that the approach adopted is patently erroneous or that relevant factors have not been considered by the valuer or that the valuation was made on a fundamentally erroneous basis or that the valuer adopted a demonstrably wrong approach or a fundamental error going to the root of the matter, this court would not interfere with the valuation of an expert. As noticed in Miheer H. Mafatlal (supra), valuation of shares is a technical and complex problem which can be appropriately left to the consideration of experts in the field of accountancy. So many imponderables enter the exercise of valuation of shares." With all the above submissions, the Ld. Sr. Counsel was very much assertive that the order of revaluation is neither maintainable in law nor maintaina....
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....was closed as SEBI no longer has jurisdiction for the reason that the Appellant company is not a listed company. Thereafter, R1 approached ROC Delhi, which directed that the issue may be raised before the Tribunal. The Tribunal has rightly noted that Section 247 of the Act was enacted to protect the interest of non-promoter shareholders, when fair valuation is required for exit offers. The minority public shareholder would be left remediless if the independent valuer is not appointed. In Chembra Peak Estates Ltd - CP No. 459/BB/2018) the Tribunal has examined the applicability of this very circular in other case and upheld the liability of the promoters to give an exit offer and comply with the SEBI Regulations to protect the interests of the minority shareholders. A. The Ld. Counsel for the Respondent has also cited the SEBI Circular No. CIR/MRD/ DSA/18/2014 dated 22.05.2014 at para 3(v) which is extracted below: "3(v).As per the 'Exit Circular' the exclusively listed companies, which fail to obtain listing on any other stock exchange, which do not voluntary delist or which are not considered as 'Vanishing Companies', will cease to be listed company and will be moved t....
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....nto the veracity of the fairness of the valuation reports and not finding fault with the valuation done by the Valuers. We also hold that the reduction of the share capital is in accordance with law and we do not interfere with the same. We are concerned that the public shareholders/non- Promotor shareholders, economic interest need to be protected by paying latest fair value arrived at by the independent valuers whichever is higher." 11. We have carefully gone through the submissions made by Ld. Sr. counsel/Ld. Counsel for the parties, pleadings available on record, the order passed by the Tribunal and have the following observations: a. It is not in dispute that the Appellant company has made exit offer. b. It is also not in dispute that one day before the exit offer, its promoters have purchased lot of shares from Bank of Maharashtra and similarly inter se purchase has been made during exit offer from specific persons by the promoters as stated supra. c. The Tribunal has given lot of thrust on lower valuation of shares and it seems that it is even less than earning per share. A doubt has also arisen to the Tribunal why the Appellant company has not provided Annual Re....
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...., the Petitioner vide its letter dated 25.02.2019, had filed a complaint against the Respondent No. 1 company with the Registrar of Companies, New Delhi (being Respondent No. 10 of this instant Petition) bringing to its knowledge the discrepancies with respect to the Valuation Report as prepared by the Respondent No. 7 and requested for appropriate action in this regard. Thereafter, the Authorized representative of the Petitioner via Application under Right to Information Act, 2005 was informed by the Respondent No. 10 vide its letter dated 30.08.2019 that necessary Notices have been issued by it to the Respondent No. 1 company and its Directors; however it also informed the authorized representative of the Petitioner to approach this Tribunal for appropriate action in the matter. 13. The Respondents have also contended that valuation cannot be ordered under Section 247 of the Companies Act, 2013 since valuation under Section 247 would be limited to valuation required to be done under the provisions of the Companies Act and the valuation prayed for by the Petitioner is a valuation to be done under the SEBI Circular (which has been issued under the provisions contained in t....
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....g orders of the Hon'ble Supreme Court: The Hon'ble Supreme Court in the case of J. Kumaradasan Nair and Ors. Vs. IRIC Sohan and Ors. reported at (2009)12SC C 175, has had the occasion to observe that it is a well-settled principle of law that mentioning of a wrong provision or non-mentioning of any provision of law would, by itself, be not sufficient to take away the jurisdiction of a court if it is otherwise vested in it in law. Further, in the case of N. Mani Vs. Sangeetha Theatre and Ors. reported at (2004) 12 SCC 278 a three judge bench of the Hon'ble Supreme court has held that "It is well-settled that if an authority has a power under the law merely because while exercising that power the source of power is not specifically referred to or a reference is made to a wrong provision of law, that by itself does not vitiate the exercise of power so long as the power does exist and can be traced to a source available in law." In the light of the above cited orders of the Hon'ble Supreme Court it is clear that the power of the Tribunal to appoint an independent valuer is not vitiated so long as it exists and can be traced to a source available in law. Such power....