TMI Blog2019 (5) TMI 824X X X X Extracts X X X X X X X X Extracts X X X X ..... he accounts so as to decide whether or not to buy or be bought out, such options were not left open by the order passed by this Tribunal on 21.7.2017. The appellant has not challenged the order dated 21.7.2017 in Supreme Court. Thus that order is final for the purposes mentioned. Restoration as Director in time - HELD THAT:- The impugned order shows that the NCLT looked into the claim made by the respondents that in August 2017 they had decided in the Board Meeting to restore the appellant and ROC in court pointed out difficulties regarding filing on the portal of the MCA. This is in para 18 of impugned order. In any case the NCLT has recorded in para 15 of the impugned order that the claim of the appellant regarding non restoration is already filed before the High Court by way of COCP . It is seen that petitioner raised this and other grievances in NCLT only when Respondents sought to buy his shares. Appeal dismissed - decided against appellant. - Company Appeal (AT) No.391 of 2018 - - - Dated:- 25-1-2019 - A. I. S. Cheema (Judicial Member) and Balvinder Singh Technical Member Mr. Ashish Singh with Ms Juhi Chawla, Advocates for Appellant. M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out from the impugned order itself where in para 8 NCLT observed that the respondents had urged that decision was taken to restore the original petitioner in meeting in August, 2017 but formalities of filing online form could not be completed on the portal of MCA. Counsel referred to para 10 of the impugned order and stated that the ROC was present in NCLT on 22.4.2018 and had pointed out difficulties in online filing and the respondents had been permitted to do physical filing. 5. The learned counsel for the appellant countered the learned counsel for the respondent claiming that if in August, 2017 appellant had been restored as Director, it was not communicated to him nor he was invited to attend. 6. We have gone through the matter. Learned counsel for the appellant referred to the 1st order dated 19.1.2017 where the operative para 40, 41 reads as under: 40. Looking into the aforesaid aspects, it is quite clear that functioning of the respondent No. 1 Company is in a total mess because of the distrust between the petitioner on the one hand and the respondents on the other. We find it just and proper to provide exit to the petitioner because responden ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he amount within the period of three months from receipt of the final report of Valuer, the petitioner shall have the right to purchase the same from the respondents No.2 and 3. The procedure and time line as indicated as per the direction at(iv) shall be followed even in that case; (vi) The remunerations of the Valuer shall be negotiated and paid by the Company in three equal instalment shall be paid to the Valuer within one week of receipt of certified copy of this order and second instalment on submission of the valuation report within the stipulated period and the third and final instalment shall be payable to the valuer on submission of the final report together with objections and supplementary report; (vii) We further direct that with effect from the date of passing of this judgment, the respondents shall not draw the remunerations for future till the exit is provided to the petitioner and the amount of remuneration shall from part of the income of the Company till the exit is finalised, which would be liable to be distributed among the shareholders to the extent of shareholding of the petitioner and respondents No.2 to 4. The respondents would als ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall have the right to purchase the shareholding of the appellant as per the quoted acquisition value. (vi) However, this right of the respondent shall be exercised and accounts settled within 2 months from the date of failure of the appellant to exercise his right. (vii) We further direct that with effect from the date of passing of the judgment, the respondents shall not draw the remunerations for future till the accounts are finalised and either party is provided exit from the R1 company, which would be liable to be distributed among the shareholders to the extent of shareholding of the appellant and respondents no. 2 to 4. The appellant and respondents shall not transfer, lease or otherwise alienate any immovable assets of the company during the interregnum. (viii) Further the tribunal is directed to reschedule the date of listing according to the above mentioned timeline and ensure that the order of this appellate tribunal is implemented properly. The order passed by the tribunal dated 19.01.2017 stands modified to the extent above. The appeal stands disposed of with aforesaid observations. However, in the facts and circums ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In the name of jatinder Kumar- Answering Respondent NO.2:- ₹1,35,82,080/- for payment of 10480 equity shares @ 1296/-(₹1440/- minus ₹144/- being 10% discount) vide demand draft drawn in the name of Jatinder Kumar. (ii) In the name of Mrs. Puspha Devi Answering Respondent NO.3:- ₹90, 97,920/- for payment of 7020 equity shares @ 1296/- (offer Price ₹1440/- minus ₹144/- being 10% discount) vide demand draft drawn in the name of Pushpa Devi. 10. Having gone through the earlier order passed by NCLT on 19.1.2017 which was modified on 21.7.2017, it is clear that it was for the respondents to make the initial offer within time specified on a rate for which they had to take their own risk as the appellant would have then got a chance to make counter offer on a discounted price. This is clearly from the order dated 21.7.2017. Annexure A-7 filed by the appellant shows that the valuer has given report on 21.7.2017 itself (which incidently happened to be the date of judgement passed by this Tribunal) giving valuation (as at page 158) of Rs/1322.60. The respondents appear to have offered @ ₹ 1440/- per share. When ..... X X X X Extracts X X X X X X X X Extracts X X X X
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