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2021 (10) TMI 596 - AT - Companies LawOppression and Mismanagement - Direction to Special Officer who had been earlier appointed in the petition to appoint valuer by taking names from the petitioners as well as the respondents of their choice - HELD THAT:- The learned National Company Law Tribunal is agreed upon that it is a situation of deadlock where in view of article 53 of the articles of association of company with original petitioners being on one side and the other three brothers being on the other quorum of two-third of the directors could not be achieved except with the attendance of one of the original petitioners and considering the various litigations between the parties, the learned National Company Law Tribunal was right in observation that there was a deadlock. When the record shows that the learned National Company Law Tribunal had earlier given directions to call for valuation report of the shares, the natural corollary would be that on receipt of the report, if objections are not filed, the parties can be asked to buy out or sell out. Given the facts of the matter, what appellants of these appeals are, in the name of "principles of natural justice" seeking is that they should have been allowed to take their own time before National Company Law Tribunal acted upon the valuers report that had been received. The appellants are critical of the Special Officer appointed by the learned National Company Law Tribunal (who was appointed to ensure smooth holding of board meetings) and took opportunity to file even against such Special Officer a contempt application. The impugned order shows that when the original respondents did not co-operate in naming a valuer the Special Officer selected a name and got the valuation done. The respondents have been agitating over this claiming that the Special Officer could not have on his own gone ahead to appoint a valuer and should have moved the National Company Law Tribunal for modification. The learned National Company Law Tribunal does not appear to have found fault with such procedure adopted by the Special Officer. The impugned order as has been passed should not be interfered with. In the facts of the matter, it appears to be appropriate course and it is open to the parties to quote higher price for buy out/sell out as has been ordered by the learned National Company Law Tribunal. Appeal dismissed.
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