TaxTMI 
TaxTMI 
TaxTMI 
2025 (8) TMI 339
X X X X Extracts X X X X
X X X X Extracts X X X X
....CE YOGESH KHANNA, MEMBER (JUDICIAL) 1. This appeal is against an impugned order dated 29.07.2024 wherein the Ld. NCLT has held as follows:- "We heard the Ld. Counsel for the parties sufficiently on different dates of hearing. Apparently, the valuation in terms of the order dated 24.06.2013 was completed on 15.10.2019. Since the Ld. Counsel appearing for the Petitioner is prepared to accept the minimum of the value of the share arrived by the Valuator at the rate of Rs.225 per share, we dispose of the present petition with the direction that the Respondent would pay Petitioner the price of the shares at the rate of Rs.225/- per share at the rate of 12% per year with effect from the expiry of 8 months from 15.10.2019. No cost." 2. The app....
X X X X Extracts X X X X
X X X X Extracts X X X X
....as dismissed on 27.01.2016. Against the said order the Respondent went to Hon'ble Supreme Court by filing SLP, but it was also dismissed in limini. 4. Thereafter the Respondent filed an application before the CLB in respect of fair valuation of the shares as on 31.03.2012 after due diligence of the company for the financial year 2011-2012. However, per order dated 13.4.2017 Mr. Arun Saxena, CA recused himself and suggested M/s GSA & Associates to carry out valuation in a time bound manner and to submit report. The said valuer gave valuation report dated 08.10.2017 where the shares of the company were valued at Rs.204.07 per share. Yet again the Respondent challenged the said valuation report by filing a different Valuation report dated Dec....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he fresh representations of the parties, which is annexed to this affidavit and has been marked as Annexure B. 6. Ultimately the valuation was fixed in between Rs.225 to Rs.263/- per share and admittedly the Ld. NCLT vide its impugned order had fixed value of shares at minimum of Rs.225/- per share and directed the appellant shall pay to the Respondent the price of shares at the rate of Rs.225/- per share with interest of 12% per year with effect from expiry of 8 months from 15.10.2019. This direction the appellant has challenged alleging the valuation report came in the year 2019 and whereas the impugned order has come on 29.07.2024 hence the appellant shall only be liable to pay interest with effect from the date of impugned order i.e. d....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he appellants are enjoying the investment made by the Respondents, as is evident from the summary of balance sheets filed by the Respondents, which clearly demonstrate that Appellant No.1's net profits have grown year by year. Admittedly the pendency of this appeal has delayed the payment to respondent of their legitimate dues. The same is evident from the mere fact the Appellants chose to file the objections to 2nd valuation Report only on 16.04.2024 when NCLT was about to decide the matter and whereas the respondents always expressed its satisfaction with 2nd valuation report and did not file any objection to it. A bare perusal of various orders, including orders dated 24.02.2023, 21.04.2023, 24.04.2023, 05.01.2024, 19.04.2024 and 29.....
X X X X Extracts X X X X
X X X X Extracts X X X X
....to receive dividends till the shares were transferred. Thus, in the present appeal, any modification would amount to review of judgment dated 24.06.2013, which is impermissible under the law. 13. We find though the Respondents did not accept Rs.204.71 in 2017 as valuation of their shares but admittedly their objections were not found frivolous and in fact later the valuation per share rather increased. The respondents thus were within their legal right to raise dispute and of such genuine right they cannot be deprived of interest. 14. Thus we find no cogent reason to upset a reasoned order of the Ld. NCLT. There was never any question of further crystalisation of amount after the 2nd valuation report as the appellants failed to deposit ev....