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2019 (7) TMI 1468 - AT - Companies LawApplicability and compliance or otherwise of Section 236 of the Companies Act, 2013 - fraudulent transfer of shareholding of petitioners - subsequent cancellation of shares - oppression of minority shareholders - HELD THAT:- Sub-Section (2) of Section 236 requires that there should be “valuation by a registered valuer in accordance with such rules as may be prescribed”. If Section 236 of the Act has to survive, it has to be insisted upon that the valuation must necessarily be by registered valuer and that too in accordance with the rules prescribed. The Legislature appears to have been conscious and careful while using these words because it has made a special Chapter relating to Registered Valuer - The Legislature has taken precautions to ensure that there should be valuers who shall be impartial, exercise due diligence and make valuation in accordance with the rules as may be prescribed. There are also penal provisions if the valuer contravenes the provisions with intention to defraud the company or its members. Clearly there can be no comparison between such valuers and the said “reputed Chartered Accountant” being relied on by the respondents. We are unable to uphold the findings of NCLT which has not at all either dealt with applicability of Section 236 or the manner in which respondents have tried to enforce the same and simply accepted whatever was claimed by the respondents in their application that they have already taken over the shares of original petitioners and so the petitioners are not shareholders and so they cannot maintain the petition - the petition was maintainable at the behest of original petitioners who were inter alia challenging the manner of take over of their shares and who constituted 2/3rd of the members of the company and were perfectly competent to maintain the company petition. The notices given by the respondents under Section 236 and their subsequent act of cancelling the shares of the original petitioners were illegal and stand set aside. Such acts of Respondent constituted oppression of minority shareholders-the petitioner - the Appellants could maintain the Company Petition under Section 241, 242 of the Act - application disposed off.
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