TMI Blog2020 (1) TMI 278X X X X Extracts X X X X X X X X Extracts X X X X ..... nk, 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 wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vnagar Branch with further prayer of directing the Respondents to provide Bank Guarantee for securing payment of balance amount of consideration pending disposal of I.A. No. 127/2017, came to be rejected as being not maintainable. 2. Heard learned counsel for the parties and perused the record. 3. It is not in controversy that the Appellants had filed the Company Petition under Section 241 r/w Section 244 of the Companies Act, 2013 (hereinafter referred to as the Act ) with one of the prayers seeking prohibitory injunction against Respondents from effecting transfer of shares of the Appellants. It transpires that an exit offer had been made by the Respondents on 30th March, 2017. The parties appear to have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pplication on the ground that they had filed I.A. No. 127 of 2018 challenging the report of Independent Valuer and subsequently filed another pursis for withdrawal of offer to acquire the shares of minority shareholders, which were pending consideration and without adjudication of the same no order could be passed for release of the sale consideration deposited by the Respondents in the Escrow Account. 4. The Tribunal, though noticed the factum of appointment of Independent Valuer on the basis of Consent Terms in terms of order dated 12th October, 2017 and the fact that the Respondents No. 1 to 4 had filed I.A. 127 of 2018 on 6th April, 2018 strongly objecting to the Valuation Report and alleged fraud played by the Independ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hodology which in his fair judgment is suitable in a given situation. However, this does not apply to the mandatory parameters and methodologies required to be employed in terms of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 applicable in the instant case. Non-application of appropriate methodology or even an error in application of proper methodology would not be an act of misdemeanor unless the same is influenced by any extraneous consideration. Of course the Independent Valuer was required to take into account the valuation parameters duly recognized under law and in practice as is customary and that he was to justify the valuation but the Tribunal ought not to have ignored the hardship encountered by the Indep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lue determined on the basis of Valuation Report drawn up by an Independent Valuer. Admittedly, Deloitte was one of the nominated valuers in the panel. Thus, we find force in the contention of the Appellants 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 paymen ..... X X X X Extracts X X X X X X X X Extracts X X X X
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