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2019 (9) TMI 411 - Tri - Companies LawValidity of resolution plan - sections 397 and 398 of the Companies Act, 1956 - oppression and mismanagement - valuation of assets and liabilities - valuation of shares - appointment of auditor for auditing of statements of accounts - HELD THAT:- For auditing of statement of accounts, an auditor was appointed by the Tribunal, and two successive independent chairman, so also valuer was appointed at the request of parties in order to resolve the issue rather than to adjudicate it since various allegations of acts of oppression and mismanagement are hardly tenable, as alleged. Moreover, as stated supra, the Registrar of Companies has already conducted its investigations into various allegations made by the parties, and submitted a report for initiating criminal prosecution. Therefore, various allegations of acts of oppression and mismanagement as alleged by the parties are no more required to be gone into details. There are several violations/offences committed by the parties in the affairs of company, which prima facie requires to launch prosecution by the statutory authorities. Therefore, respondent No. 1-company cannot be ordered to wind up as per law, however, the Tribunal can exercise its powers on it, under section 402 of the Companies Act, 1956 read with section 242 of the Companies Act, 2013 so as to put an end to the affairs of company as alleged in the company petitions, by granting liberty to the statutory authorities to take appropriate action basing on their findings during investigation as stated in their letters. It is settled position of law that the Tribunal is entitled to exercise its powers under the above sections of the Companies Acts. Since, independent chairman and valuer have already discharged their duties, they are no more required to be continued and they are discharged of their duties. The board of directors as existed on the date of filing of cases stands restored so as to take appropriate action basing on the valuation report. It is declared that the report of valuation of assets and liabilities of M/s. Omega Hospitals P. Ltd., dated September 6, 2018 submitted by SNSB Associates, chartered accountants, is legal and the same is binding on both the parties - Both the parties are at liberty to take appropriate action either to buy/sell their respective shareholding of respondent No. 1-company basing on the valuation report dated September 6, 2018.
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