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2020 (8) TMI 464 - AT - Companies LawReduction of Share Capital - Allegation on unfair valuation Minority shareholders opposed the scheme - Power of NCLT to approve the reduction in share capital - Power of NCLT or Board of Directors to modify/amend the resolution - The appellant had mentioned that the price offered per share is on the lower side and also station that it is against the spirit of Section 66 of the Companies Act. HELD THAT:- We note that to ensure fairness a fair play of the share purchase is necessary. The company appointed M/s BSR & Associates LLP to do the valuation of share of the company. The company also added valuation taking into consideration the past performance as well as future projection by expert. - We find no irregularity in the valuation done by the valuer. We also note that the appellant in Company Appeal (AT) No.366/2019 has voted against the resolution and as per the affidavit of Respondent the appellant can hold the shares of Respondent company. If the appellant, Mr. Janak Mathuradas feels that the offer price is less and the valuation got done by him is the best, then we allow him to purchase/acquire the shares of other minority shareholders at a price of ₹ 2100/- and can hold it as per his wish. Power to modify the resolution / scheme approved in the EOGM - Held that:- The undertaking affidavit was filed as per the direction of the NCLT Mumbai, when the Respondent company stated that the shareholders who have voted against the resolution can continue to hold the shares of Respondent company. We also note that the special resolution specifically provides that the said reduction is being approved by the shareholders subject to any terms, modifications or conditions that the NCLT Mumbai may impose and the Board of Directors of the Respondent may agree. We note from the record that the NCLT has given directions and the same has been approved by the Board of Directors of the company. The NCLT has the powers, therefore, the Company has approached for approval of the same and the objectors have objected to the Scheme and the modification has been done. The same modification has been ratified by the Board of Directors. Therefore, it can not be said the NCLT has no power. If we assume that the NCLT has no power then it means that the scheme approved by the shareholders, whether wrong or right, the NCLT has to approve. We are not satisfied with the argument of the appellants that the NCLT has no power - the directions issued by the NCLT and modification proposed by the Board of Directors are the practical method to ensure that the shareholders who want to retain his shares are able to do so which does prejudice them. Appeal dismissed.
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