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2019 (6) TMI 1500 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAIOppression and Mismanagement - prayer of the Petitioner is to change the date of valuation of Petitioner’s shares from 31-3-1998 “to the current date” - HELD THAT:- This Bench is of the opinion that the valuation report of M/s Natu and Phatak dated 27.06.2016 is required to be adopted for the purpose of calculation of valuation of the shares of the Company held by the Petitioner. The said Valuer has computed the share valuation as on 17.09.2008. The Valuer has given a reason that the Hon’ble Bombay High Court vide Order dated 15.10.2015 has so opined, hence in accordance to the said Order completed the valuation. The Valuer has pointed out that opportunities were granted to both the sides for their respective representations but only attended by one director Mr. Anshul Kumar, and not attended by Mr. Vinod Kumar. Mr. Vinod Kumar has only informed that one SLP is filed before the Supreme Court challenging the said appointment of the Valuer. The Applicant has not accepted the verdict of the Hon’ble Supreme Court dated 17.09.2008 which in absolute term have held that events were to be taken into account "till now" i.e. up to the date of Order 17.09.2008 (relevant portion already reproduced supra). No ambiguity was left, hence the Hon’ble High Court has also given the direction on the same lines. It is not possible to keep on changing a cut-off date relevant for the purpose of fixation of valuation on a particular date. The Applicant has coined a terminology "changed circumstances", without giving any specific date. Circumstances keep on changing in business-world every day. Therefore, a cut-off date has to be determined. The valuer has rightly adopted 17.09.2008 as the cut-off date for the purpose of valuation by following the instructions of the Hon’ble Bombay High Court decisions dated 27.07.2015 / 15.10.2015. No interference is possible by this Bench because the superior Hon’ble Courts have given their respective verdict on number of occasions in unambiguous terms. If a dispute is to be resolved and litigation is to be settled, then both the sides are required to take a pragmatic approach. This case has a chequered history of about two decades, therefore, there should be an end to a litigation. To settle a dispute a thumb rule is that both the sides have to sacrifice some of their rights. Simultaneously both the sides have to forget about the past especially the events triggering the dispute or may be hurting each other's repute. Particularly, in such cases where the rival parties are brothers or closely related to each other. Keeping this benevolent approach in mind this Bench is of the view that on one hand the Petitioner be directed to surrender the shareholdings in favour of the Respondents and on the other hand the price duly determined by the Valuer be paid to the Petitioner. Additionally, the Petitioner should also be paid salary and perquisites for a reasonable period, already been discussed on several occasions in the past. The Statute is absolutely clear that the Power of Review of its own Order is not enshrined upon NCLT. At the most, power of rectification is enshrined under Rule 154 of National Company Law Tribunal Rules, 2016, i.e. Rectification of Order. Rectification is defined i.e. any clerical or arithmetical mistake, any accidental slip, omission can be rectified even on its own motion by the Tribunal or on an Application by any of the Parties. A correction of an apparent mistake is not to that extent which may substitute a judicial view already taken in an earlier Order. If a judicial view expressed in an Order is not acceptable to any of the Parties, the same is always subject to Appeal. But in the guise of review or clarification ; power of Appeal must not be demanded by an Applicant. If a litigant is not satisfied with the judicial view adopted by NCLT Bench, is at liberty to challenge the same before NCLAT (National Company Law Appellate Tribunal). Sometimes rectification is carried out if in the opinion of the Bench is that what was intended to have been done was not done in the order, as it ought to have been done, hence it would mean that an apparent error committed which is rectifiable at a first glance. All the decisions as referred by the Applicant are well discussed and well-reasoned orders therefore completely out of the purview of rectification. Application allowed in part.
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