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2020 (1) TMI 278 - AT - Companies LawOppression and mismanagement - Prohibitory injunction against Respondents from effecting transfer of shares of the Appellants - application for release of interim payment of amount deposited by the Respondents - share price conversion in separate escrow account with HDFC Bank, Bhavnagar Branch - HELD THAT:- The Consent Terms recorded by the Tribunal amount to a Consent Decree notwithstanding the fact that the Company Petition was kept pending for formal disposal after admitting the Valuation Report and follow up action. Since, part consideration admittedly stands deposited by the Respondents in an Escrow Account, there was no justification in withholding its release in favour of the Appellants. Of course, the Tribunal could have insisted upon simultaneous delivery of share certificates by the Appellants while releasing such part payment and made provision for the balance payment either by furnishing of Bank Guarantees or any other appropriate mode. Any infirmity in the Valuation Report, more so, when it was restricted to alleged fraud only in the context of non-application of proper methodology would not warrant withholding of the part consideration as any variation in the value of shares would not affect the Appellants right to claim/ recover the same. Respondents to release the amount of ₹ 5,95,00,000/- to the Appellants immediately against the share price - Appellants are directed to handover the shares alongwith duly singed Transfer Forms to the Registry of the Tribunal (National Company Law Tribunal, Ahmedabad Bench) - Appeal allowed.
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