TMI Blog2017 (4) TMI 1630X X X X Extracts X X X X X X X X Extracts X X X X ..... e having agreed to exit from the respondent nos.1 and 6 on the condition that the appellant is paid fair valuation of her share. The Company Law Board has ample powers under Section 402 of the Companies Act, 1956 to order the valuation in the event of the petitioner having agreed to exit. The orders passed by the Company Law Board under Section 402 of the Companies Act, 1956 for valuation of such shares for the purpose of exit of the appellant is enforceable as a decree of the Court. Since the order passed by the Company Law Board and by this Court under Order XXXII Rule 7, Sub-rule (2) is voidable, appropriate proceedings had to be filed for repudiation of the contract as voidable. Since no steps are taken by the respondent no.7 after attaining the age of majority till date, those orders passed by the Company Law Board and also by this Court would continue to be binding on her. The order dated 22nd July 2011 is not challenged by any of the parties including the respondent no.7. Whether the respondent no.1 could have issued any duplicate shares in favour of the respondent no.7 and that also without allegedly not following the requisite procedure under the provisions of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Company Application No.457 of 2011 filed by the appellant, which came to be dismissed by the said common order dated 2nd September, 2011 is concerned, the appellant in the said company application had prayed that the order dated 25th June, 2011 passed by the Company Law Board be modified and the respondent nos.2 and 3 be directed to exit the respondent nos.1 and 6 companies. The appellant had also prayed for an order of dispensation of valuation ordered by the Company Law Board by the said order dated 25th June, 2009 and to hear the company petition itself on merit. The appellant in the alternate prayed that the valuation shall be done on the basis of the audited balance sheet ending on 31st March, 2011 and the value of diversion of business of other entities incorporated by the respondent nos.2 and 3 should also be factored in the valuation process. 3. Insofar as Company Application No.399 of 2011 filed by the appellant is concerned, the appellant had prayed for an amendment in Company Petition No.177 of 2007. The appellant also filed Company Application No.398 of 2011 inter-alia praying for transfer of Company Petition (46 of 2011), which was filed by the appellant before ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,680/- and thereafter did not contribute any further capital / investment. 7. On 7th January, 2007, the said Mr.Anthony Maynard expired. The appellant claims to be the widow of the said Mr.Anthony Maynard. Ms.Georgina Maynard, who is the respondent no.7 in Company Appeal Nos.18 of 2012 and the respondent no.11 in Company Appeal No.19 of 2012 and the respondent no.8 in Company Appeal No.49 of 2014 is daughter of the said Mr.Anthony Maynard. The respondent no.7 in Company Appeal No.49 of 2014 is son of the said Mr.Anthony Maynard. Some time in the month of October, 2007, the appellant along with her daughter filed two separate petitions i.e. Company Petition No.177 of 2007 and Company Petition No.199 of 2007 before the Company Law Board, Delhi under sections 397, 398, 402 and 403 of the Companies Act, 1956 against the respondent nos.1 and 6 and also impleaded its promoters and others alleging oppression and mismanagement by other two promoters and prayed for various reliefs. The Company Law Board, Delhi passed an interim order in the said Company Petition No.177 of 2007 on 30th October, 2007 directing the respondent nos.1 and 6 and other respondents to the said petition not to go ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... llant sought inclusion of the other companies incorporated by the respondent nos.2 and 3 in which the husband of the appellant or the appellant was not a shareholder and made various other suggestions. It is the case of the appellant that the said memorandum was relied upon by the appellant and her daughter before the Company Law Board. 12. On 25th June, 2009, the Company Law Board recorded that in the hearing held on 20th April, 2009, the parties had agreed that the appellant and her daughter would go out of the respondent nos.1 and 6 on fair valuation of their shares as a 1/3 shareholders, and consideration so arrived at would be subject to the deduction of the amount of issue price on the entitlement of the appellant and her daughter in the right share. It was recorded that the valuation is to be based on the balance sheets as on 31st March, 2008. It is further recorded that since the parties could not agree on the name of the valuer, the Company Law Board had indicated during the hearing on 21st May, 2009 that the Company Law Board itself would appoint a valuer. 13. The Company Law Board appointed M/s.Chaturvedi and Shah, Chartered Accountants to determine the fair value ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Accountants recording that a meeting was held on 16th July, 2009. In such meeting, they had handed over a copy of the memorandum which was filed by the appellant before the Company Law Board on 21st May, 2009 containing relevant matters required to be factored into determination of Fair Value of Equity in two companies and requested to inform about the steps being taken in regard to the valuation process. 17. The appellant and her daughter requested the valuers to arrange a meeting and inform the appellant to enable the appellant to participate and discuss the matter. They also requested the valuers to inform whether any communication / liason had occurred between the valuers and the respondent companies. On 25th August, 2009, the said valuers recorded that the said copy of the memorandum furnished by the appellant and her daughter to the said valuers was unsigned and undated document and did not carry any acknowledgement of the Company Law Board. The appellant and her daughter were informed that the said valuers had called the information and details from the respondents and were awaiting the same. Learned advocates representing the appellant and her daughter were informed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cted issuance of notice to the valuers. By an order dated 22nd January, 2010, the Company Law Board directed that the valuers shall submit its report on valuation within four weeks from the date of the said order. 22. On 20th January, 2011, Mr.Brett Maynard, the respondent no.7 in Company Appeal No.49 of 2014 who is son of Mr.Anthony Maynard filed a Company Application (42 of 2010) before the Company Law Board and applied for his impleadment as a corespondent. The Company Law Board recorded that the appellant and her daughter had admitted that the respondent no.7 was the son of Mr.Anthony Maynard from a former marriage and was entitled in equal proportion in the shareholding of late Mr.Anthony Maynard in the first respondent no.1 company by operation of law. The Company Law Board also referred to paragraph 4 of the company petition No.177 of 2007 filed by the appellant herein and her daughter stating that they would welcome Mr.Brett Maynard-respondent no.7 to join the company petition. 23. The Company Law Board accordingly passed an order on 20th January, 2011 permitting impleadment of the respondent no.7 as a co-respondent. The said order is not impugned by the appellant and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 28. On 22nd July, 2011, the parties filed minutes of the order before this Court duly signed by their respective counsel. In the said minutes of the order, it was agreed and ordered that in the order dated 25th June, 2009 passed by the Company Law Board, Principal Bench, New Delhi in Company Petition Nos.177 of 2009 and 199 of 2009, for the name M/s.Chaturvedi Shah, Chartered Accountants substituted the name M/s.V.B. Haribhakti Co. 42, Free Press House, Nariman Point, Mumbai. It was further ordered that the said valuers M/s.V.B. Haribhakti Co. shall complete the valuation and submit a fresh report to the Company Law Board or or before 31st October, 2011. Rest of the said order remained unaltered, including the parties agreement that the appellant would go out of the two companies of fair valuation of their shares. The parties agreed that the representations to the valuers shall be in accordance with the said order dated 25th June, 2009. It was clarified that the said substitution was being ordered without any adverse reflection on M/s.Chaturvedi Shah or any of its partners and on the express condition that all the allegations against them were withdrawn by the appel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he order. No order came to be passed by Shri Justice S.J. Kathawalla on the said praecipe. 33. On 29th July, 2011, the then appellants i.e. the appellant herein and her daughter through their advocates addressed a letter to M/s.V.B. Haribhakti Co. contending that the valuation exercise might not be required at all, in view of the fact that they had instructed their learned advocates to move an application before the Company Law Board to submit that they were not bound to sell their stake in the respondent no.1 company and/or respondent no.6 company and as such it would be pointless to embark on such an exercise. In the alternate, it was contended that it was their case that any valuation of the respondent nos.1 and 6 must occur based on the latest books of accounts of the respondent nos.1 and 6 as also factor in diversions of corporate opportunities to Contrans Logistics, Navitrans Terminals, Aditya Container Freight Station and Altair Infrastructure Private Limited in such valuations. 34. It was the case of the appellant and her daughter that with a view to ensure that a fair and transparent valuation process was carried out, they had requested the valuers to issue appropr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to M/s.Contrans Logistic Pvt. Ltd., Navi Trans Terminals Pvt. Ltd., Aditya Container Freight Station Pvt. Ltd. and Altair Infrastructure Private Limited. The appellant and her daughter also prayed that the costs of the valuation be borne by the respondent nos.2 and 3 including in relation to the costs paid to M/s.Chaturvedi Shah and M/s.V.B. Haribhakti Co. 38. The appellant and her daughter also filed a separate Company Application (398 of 2011) on 2nd August, 2011 before the Company Law Board inter-alia praying for the directions that the Company Petition No.46 of 2011 which was filed by them before the Company Law Board, Mumbai against Mundhra Corporate Services Private Limited be transferred to the Principal Bench, New Delhi and be consolidated and heard along with the present Company Petition No.177 of 2007 and Company Petition No.199 of 2007, which was already pending before the Company Law Board, New Delhi. 39. On 21st June, 2011, the appellant and her daughter also filed company application (399 of 2011) in Company Petition No.177 of 2007 before the Company Law Board inter-alia praying for a permission to amend some of the averments made in the said Company Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Appeal No.18 of 2012 as the respondent no.11 in Appeal No.19 of 2012 as as respondent no.8 in Company Appeal No.49 of 2014. Ms.Georgina Maynard was accordingly transposed as one of the respondent. 44. Ms.Sethna, learned counsel for the appellant invited my attention to some of the above referred orders passed by the Company Law Board and also by this Court including the order dated 22nd July, 2011. She submits that the original petitioners had filed a memorandum before the Company Law Board on 21st May, 2009 thereby making various suggestions which were to be considered by the Company Law Board before passing any further order in the pending proceedings filed by her client. She submits that the said memorandum dated 21st May, 2009 was not controverted by any of the respondents and was admittedly on record before the Company Law Board when the Company Law Board passed an order on 25th June, 2009 thereby appointing M/s.Chaturvedi Shah, Chartered Accountants as Valuers. 45. It is submitted by the learned counsel that since the Company Law Board did not accept the request made by the appellant and her daughter and did not consider the suggestions made by them in the said memor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the said praecipe dated 29th July, 2011. She submits that this Court did not pass any order on the said praecipe dated 29th July, 2011, however granted liberty to the appellant to apply for modification of the order dated 25th June, 2009 before the Company Law Board. 48. It is submitted that pursuant to the said liberty granted by this Court, the appellant filed an application (457 of 2011) before the Company Law Board for various reliefs. She invited my attention to the averments made in the said application before the Company Law Board. She submits that the appellant had accordingly prayed before the Company Law Board for modification of the order dated 25th June, 2009 and to direct the respondent nos.2 and 3 to exit the respondent nos.1 and 6 and in the alternative to dispense with any valuation of shareholding of the respondent nos.1 and 6 and in the alternative to direct any valuation of share to be carried out on the basis of the audited financial statements of the respondent nos.1 and 6 on the basis of balance sheet as on 31st March, 2011 and to factor into the valuation the value of diversion of business of M/s.Contrans Logistic Pvt. Ltd., Navi Trans Terminals Pvt. Lt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eference was subsequently deleted by the parties in the said order as is apparent from bare perusal of the said minutes of the order dated 22nd July, 2011. She submits that the respondents had asked the appellant to withdraw the said affidavit. She submits that the appellant and her daughter had accordingly by letter dated 23rd July, 2011 recorded as to what transpired in the Court. She submits that the Company Law Board did not consider the contents of the praecipe filed by the appellant and her daughter before this Court and that there was no denial to the contents of the said praecipe. The Company Law Board did not consider the letter dated 23rd July, 2011 addressed by the appellant and her daughter. She submits that there was no affidavitin- reply filed by the respondents to the averments made in the Company Appeal No.457 of 2011. She submits that interpretation of the order dated 22nd July, 2011 passed by this Court by the Company Law Board is totally perverse, without any basis and overlooking the memorandum which was on record before the Company Law Board as well as before this Court, the affidavit filed by the appellant and her daughter, recording letter dated 23rd July, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t while hearing this appeal and an appropriate order in favour of the appellant be passed by accepting the suggestions made by the appellant in the affidavit and also in the memorandum. She submits that the Company Law Board ought to have considered those points/suggestions raised by the appellant while passing the impugned orders in the company applications filed by the appellant. 55. Learned counsel for the appellant placed reliance on Article 16 of the Articles of Association in support of her submission that even under the said Articles of Association which is a contract between the parties, respondent nos. 2 and 3 were bound to offer and pay the fair value for exit of the appellant. She submits that the said agreement provides for payment of a fair value for exit of minority shareholders. 56. It is submitted by the learned counsel for the appellant that under the Articles of Association of the respondent nos.1 and 6, the appellant had claimed the right. She submits that since the appellant had established that there was corporate diversion of the business opportunity by diverting the entire business of respondent nos.1 and 6 to other companies incorporated by the respond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ani vs. Paraya Gurulingayya Poojari Ors. (2007) 14 SCC 318 and in particular paragraphs 14 to 22 in support of her submission that even while construing the consent decree passed by the court, evidence is permitted to show the real intention of parties as to why the consent terms were filed and the consent decree was obtained. 60. Learned counsel for the appellant placed reliance on the judgment of Supreme Court in case of M/s.Motilal Padampat Sugar Mills Co. Ltd. vs. The State of Uttar Pradesh Ors., AIR 1979 SC 621 and in particular paragraph 6 and would submit that it must be intentional act with full knowledge of rights of the parties failing which there would be no waiver/abandonment of the rights. 61. It is submitted by the learned counsel that since the respondent nos.1 and 6 being Private Limited Company and being in the nature of quasi partnership, the valuation of the share of the appellant will have to be made on the basis of a going concern. She submits that the valuation of the share of the appellant cannot be on the basis of the assets as on 31st March, 2008 but has to be on the basis of the date when the order is passed by this Court in this petition. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gment is delivered. She submits that the value of the assets of the companies are amended and thus the valuation has to be on the closest date of the judgment. She submits that this Court also while passing an order dated 22nd July 2011 had directed that the valuation report shall be submitted within six months from the date of the said order. She submits that the appellant cannot suffer any prejudice because of the delay in submission of the valuation report or due to pendency of the proceedings before the Company Law Board or before this Court. 66. Learned counsel for the appellant placed reliance on the judgment of this Court in the case of Nafan B.V. Vs. Saf Yeast Company (P) Ltd. Ors., (2016) 1 Comp LJ 36 (Bom) and in particular paragraph 147 in support of her submission that for the purpose of the valuation of the shares, it would be most appropriate to consider the date on which the judgment is delivered as a reference. 67. Learned counsel for the appellant placed reliance on the judgment of the Supreme Court in the case of Commissioner of Wealth Tax vs. Mahadeo Jalan and Mahabir Prasad Jala and Ors. , (1973) 3 SCC 157 and in particular paragraphs 4 to 12 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the respondent nos.1 and 6 and would submit that under the said Article, the appellant is entitled to become a permanent director of the respondent nos.1 and 6. 71. It is submitted by the learned counsel for the appellant that by the said order dated 22nd July, 2011 passed by this Court, only the name of the valuer was substituted. She submits that the said order was only a conditional consent order and in view of the conditions imposed while passing the said order were not acted upon by the respondents, the said conditional consent order was not binding upon the appellants. 72. Mr.Singh, learned counsel for the respondent no.7 who is daughter of the appellant and the deceased Anthony Maynard submits that his client was the original appellant no.2 in the Company Appeal Nos.18 of 2012 and 19 of 2012 and was subsequently transposed as the respondent no.7 in view of there being conflict of interest between the appellant and his client. It is submitted that the orders passed by the Company Law Board which are impugned by the appellant and his client in these proceedings are illegal. He submits that admittedly the respondent no.7 was minor when various orders came to be passed b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned counsel invited my attention to the affidavit filed by his client in these proceedings and would submit that his client adopts some of the arguments advanced by the learned counsel for the appellant in so far as the alleged consent not given by her either before the Company Law Board or before this Court is concerned. 76. Mr.Narichania, learned senior counsel for the respondent nos.1 to 6, on the other hand, invited my attention to various orders passed by the Company Law Board in the company petition filed by the appellant along with her daughter and more particularly the orders dated 30th October, 2007, 15th November, 2007, 20th April, 2009 and 25th June, 2009 and in various applications made by the applicants from time to time before the Company Law Board. It is submitted by the learned senior counsel that various orders passed by the Company Law Board would clearly indicate that the appellant along with her daughter have chosen to exit from the respondent nos.1 and 6 with open eyes and thus there was no question of the appellant and her daughter exercising an option to buy shares of other two groups. He submits that the appellant and her daughter had also agreed to the v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r signed by both the parties through their respective counsel. He submits that by the said order, the parties by consent substituted the earlier valuer by appointing M/s.V.B. Haribhakti Co. Other terms of the order passed by the Company Law Board remained unaltered. It is submitted that in the memorandum of appeals in Company Appeal (Lodging) Nos.24 of 2011 and 25 of 2011, the appellants had challenged the said order dated 25th June 2009 on the ground that the appellants had not agreed to exit. The appellants also placed reliance on the Memorandum dated 21st May, 2009 in the appeal memo. He submits that in view of the consent order obtained by the parties on 22nd July, 2011 in those two company appeals, all issues raised by the appellant and her daughter in the memorandum and also in the appeal memos in the Company Appeal (Lodging) Nos.24 of 2011 and 25 of 2011 filed in this Court were given up. He submits that the valuation date which was 31st March, 2008 agreed before the Company Law Board was unaltered by consent of the parties in the said order dated 22nd July, 2011. 81. It is submitted that in the said order dated 22nd July, 2011, the appellant and her daughter also did n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ly to the Company Law Board to submit that they were not bound to exit/sell their shareholding and/or that the valuation date of 2008 was no longer relevant and/or for an express direction that the valuers should take into account the entities to which business of the 1st respondent company in Company Appeal (Lodging) No.24 of 2011 had been siphoned off, however, the same had not been reflected in the said order and thus may be suitably incorporated in the manner deemed appropriate. 84. It is submitted by the learned senior counsel that admittedly no clarification was issued by Shri Justice S.J. Kathawalla on the said praecipe dated 29th July, 2011 as prayed by the appellant and her daughter. He submits that it is clear that the said clarification sought by them were thus rejected by this Court. 85. Learned senior counsel for the respondent nos.1 to 6 invited my attention to the averments made in three company applications filed by the appellants before the Company Law Board in the month of September 2011 for various reliefs. He submits that the Company Appeal (49 of 2014) was filed by the appellant along with her daughter on 4th December, 2013. He invites my attention to gro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ad as a part of the order. He submits that this Court in the said judgment has held that the judges of the Court cannot be dragged into a controversy as to whether the statements ascribed to them are correct or expressed correctly and fully what they had in view. He submits that in this case, though certain allegations were sought to be made by the appellant and her daughter about what transpired in Court are allegedly not part of the order passed by this Court, this Court did not pass any order on the said praecipe thereby rejecting the same. He submits that the argument of the learned counsel for the appellant and her daughter that the order dated 22nd July 2011 did not record the facts correctly as agreed by the parties before this Court is contrary to the principles of law laid down by this Court in the case of Adarsh Toddy Kamgar Sahakari Sanstha, Nagpur Ors. (supra). 88. Learned counsel for the respondent nos.1 to 6 also placed reliance on the judgment of the Supreme Court in the case of State of Maharashtra vs. Ramdas Shrinivas Nayak and Anr., (1982) 2 SCC 463 and in particular paragraph 4 thereof and would submit that the appellant and her daughter cannot be al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s found malafide and fraudulent with a view to gain control of the company and that also without following proper procedure. He submits that in the said matter which was before the Supreme Court, the Company Law Board had though found the oppression by majority but had directed the company to buy share of the minority shareholding at the face value of the share. He submits that however in this case, there is no finding of any oppression or mismanagement rendered by the Company Law Board against the respondent nos.1 and 6 till date. Mere allegations in the company petition made by the appellant without any finding thereon in favour of the appellant would be of no significance. He invited my attention to paragraphs 5, 6, 7, 9, 11, 22, 29, 30 and 38 of the said judgment and distinguished the said judgment. He submits that there are no allegations of fraud in this case made by the appellant against the respondent nos.1 to 6 nor any such allegations are proved. He submits that reliance on paragraph 38 of the said judgment in the case of Dale Carrington Invt. (P) Ltd. Anr. (supra) is out of the context. 92. Learned senior counsel placed reliance on the judgment of the Suprem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of parties, the said consent order could be varied only by consent of parties and not at the instance of one of the parties to the said order. He submits that the respondent nos.1 to 6 had not agreed to the modification of the said order dated 25th June, 2009. He submits that admittedly the said order dated 25th June, 2009 passed by the Company Law Board was not challenged by the appellant. The appellant and her daughter had gone to the said valuer. He submits that even in the subsequent orders passed by the Company Law Board and finally by this Court on 22nd July, 2011, the cut off date fixed as on 31st March, 2008 was not deviated. The parties did not agree at any point of time that the alleged siphoning of business opportunity was to be factored in the valuation of the assets of the respondent nos.1 and 6. 96. Learned senior counsel for the respondent nos.1 to 6 placed reliance on the judgment of this Court in the case of Unmesh Kantilal Shah Ors. vs. Chemosyn Limited Ors., (2008) 2 Bom CR 761 and in particular paragraphs 72 to 75 and would submit that the principle of interpretation of contract and/or any any documents cannot be extended to the interpretation and/or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed by the parties, in the absence of anything more like fraud, coercion etc. there cannot be any ground for interfering on a consent order in appeal. Such consent order operates as an estoppel. It is submitted that the appellants can argue before the Company Law Board that the valuation made by M/s.V.B. Haribhakti Co. is not realistic. 101. Learned senior counsel placed reliance on the judgment of the Supreme Court in the case of Suvaran Rajaram Bandekar Ors. vs. Narayan R.Bandekar Ors., (1996) 10 SCC 255 and in particular paragraph 3 in support of the submission that the consent order passed by the Court cannot be modified unless both the parties give consent for modification thereto. This Court thus cannot modify the order dated 22nd July, 2011 passed by this Court in view of the respondent not having given any consent for such modification. 102. Insofar as the submission of the learned counsel for the appellant that the valuation date of 31st March, 2008 cannot be sacrosanct and the valuation has to be considered on the date of payment to the appellant is concerned, learned senior counsel for the respondent nos.1 to 6 submits that the parties had agreed before th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gment of this Court in case of Akkadian Housing Infrastructure Pvt. Ltd. Ors. vs. Pantheon Infrastructure Pvt. Ltd. Ors. (2016) 197 Company Cases, 316 and in particular paragraphs 17 to 26 of the said judgment. He submits that Special Leave Petition against the said judgment delivered by this Court is pending. It is submitted that the said judgment applies to the facts of this case. In the said judgment, the High Court approved the order passed by the Company Law Board not fixing the date of the valuation as the date of the petition but considering the pendency of the petition for about three years, for default of none, fixing a 50% mark up on the share of profit determined as on the date of the petition to compensate one of the party for delay between the presentation of the petition and order. It is submitted that in this case the appellant herself was fully responsible for the gross delay in the valuation process on one or other ground. This Court thus cannot shift the valuation date or to pay any mark up. 106. Insofar as the judgment of the Calcutta High Court in case of Bajrang Prasad Jalan Ors. (supra) relied upon by the learned counsel for the appellan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mbai to Delhi was a discretionary order and not being perverse cannot be interfered with by this Court. He submits that in any event, the said company petition filed by the appellant before the Company Law Board, Mumbai was relating to other company and had nothing to do with the pending proceedings filed by the appellant before the Company Law Board, Delhi. It is submitted that the transfer application made by the appellant was also with a view to nullify the effect of the order passed by the Company Law Board and this Court. 110. It is submitted that insofar as the company which was the subject matter of the company petition filed before the Company Law Board, Mumbai is concerned, no business was carried on by the said company and there was thus no question of any apprehension to the appellant. He submits that if the application of the appellant to transfer the said proceedings pending before the Company Law Board, Mumbai to Company Law Board, Delhi would have been allowed, hearing of the petition and the application filed by the applicant before the Company Law Board, Delhi would have been further stalled, including the process of valuation which was already delayed at the in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Ors. vs. Westfort Hi- Tech Hospital Ltd. Ors., (2008) 3 SCC 363 and in particular paragraph 16. 114. Learned counsel appearing for the appellant in rejoinder submits that the memorandum submitted by the appellant was not returned by the Company Law Board but was all throughout on record before the Company Law Board. She submits that the company petitions filed by the appellant have to be heard on merit. The pleadings filed by the parties are not tested by the Company Law Board till date and no finding of fact is rendered on merit of the matter. It is submitted by the learned counsel that this Court cannot consider the written note submitted by the respondent nos.1 to 6 alleging the efforts alleged to have been made by the respondent nos.2 and 3 before the death of the husband of the appellant and post his demise to expand the respondent nos.1 and 6. She submits that these allegations were not on record before the Company Law Board and thus cannot be considered by this Court. 115. It is submitted that none of the orders passed by the Company Law Board can be considered as orders under Section 402(b) of the Companies Act, 1956 for purchase of the shares of the appellant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o.7 is double of the valuation made by the Erstwhile Valuer M/s.Chaurvedi Shah. She submits that all orders prior to 22nd July 2011 passed by the Company Law Board are exploratory whereas, the order dated 22nd July, 2011 is the conditional consent order. It is submitted that the Company Law Board has not considered the surrounding circumstances. She submits that the powers of this Court under Section 10F of the Companies Act, 1956 are very wide. This Court has equitable jurisdiction under Section 10F of the Companies Act, 1956. It is submitted that parties were not ad-idem about the terms and conditions of exit before the Company Law Board. It is submitted that no application is admittedly filed by the respondent nos.1 to 6 under Section 634-A of the Companies Act, 1956. 119. Learned counsel for the appellant distinguishes the judgment of the Madras High Court in the case of the Kuki Leather Private Ltd. Ors. vs. T.N.K. Gonvindaraju Chettiar Co. and Anr. (supra) on the ground that the order passed by the Madras High Court was comprehensive order. The date and amount was provided in the consent order which recorded a concluded agreement. It is submitted that the appella ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... assed by this Court on the said praecipe. 123. In so far as the judgment of this Court in the case of Adarsh Toddy Kamgar Sahakari Sanstha, Nagpur Ors. vs. State of Maharashtra Ors. (supra) is concerned, the said judgment is distinguished on the ground that the said judgment was under the provisions of the Contempt of Courts Act, 1971 and is not applicable to the facts of this case. He submits that some of the respondents had not filed any reply to the Company Application No.457 of 2011 filed by the appellant before the Company Law Board and thus the averments made in that company application are deemed to have been accepted by the respondents. She placed reliance on the judgment of the Supreme Court in the case of Needle Industries (India) Ltd. and Ors. vs. Needle Industries Newey (India) Holding Ltd. Ors. (supra) and more particularly on paragraph 172 thereof. She submits that the Company Law Board, in this case, has admittedly restrained the respondent nos.1 to 6 from diluting the shareholdings of the appellant and her daughter which would clearly indicate that the acts of the respondent nos.1 to 6 are lack of probity, lack of fairness and duty and not just and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dgment of this Court in the case of Akkadian Housing and Infrastructure Pvt. Ltd. and Ors. vs. Pantheon Infrastructure Pvt. Ltd. and Ors., (2016) 197 Comp Cas 316 (Bom) and more particularly on paragraphs 12 and 17 to 26 and would submit that in that case, delay was condoned by the Company Law Board. This Court did not interfere with the said order. He submits that in the said order, the Company Law Board has shifted the valuation date. 129. Learned counsel for the appellant distinguishes the judgment of the Calcutta High Court in the case Bagree Cereals (P.) Ltd. Ors. vs. Hanuman Prasad Bagri Ors. (supra) on the ground that the facts of that case are totally distinguishable. She submits that the Company Court cannot go into the allegation that the appellant was only an investor. She submits that the valuation report of M/s.V.B. Haribhakti Co. is stale, not equitable and contrary to unconscionable bargain. 130. It is submitted that the daughter of the appellant has attained the age of majority in the year 2015 and thus the appellant is unable to deliver 1/3rd shareholdings of the daughter of the appellant. She submits that the appellant cannot compel her daughte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mr.Narichania, learned senior counsel for the respondent nos.1 to 6 submits that the daughter of the appellant did not file any application before the Company Law Board for recalling the order passed by the Company Law Board and only filed an affidavit in these proceedings. He submits that the order passed by this Court under Order XXXII Rule 7 Sub Rule 2 is voidable and thus the proceedings have to be filed for repudiation of contract or order as voidable. The respondent no. 8 has not taken any steps to recall such orders passed by the Company Law Board or by this Court on 22nd July, 2011 in last two years. 134. It is submitted that outcome of these appeals is not dependant upon outcome of the application that could be filed by the respondent no.8 before the Company Law Board. He submits that the order dated 25th June, 2009 is not challenged by any of the parties. He submits that the interest of the daughter was not affected by the action of the appellant. In her affidavit, the daughter has already acted upon in her interest. Learned senior counsel distinguishes the judgment of the Supreme Court in the case of Dale Carrington Invt. (P) Ltd. vs. P.K. Prathapan Ors. (sup ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... October, 2007 passed by the Company Law Board, the Company Law Board recorded that the appellant was willing to go out of company on proper consideration. The respondents were directed to indicate their willingness to purchase the shares on the next date i.e. 15th November, 2007. On 15th November, 2007, the respondents made a statement before the Company Law Board that they were willing to purchase the shares of the appellant and her daughter for the valuation as provided in the articles. The Company Law Board however made a suggestion that instead of time consuming valuation, the respondent was to indicate total sums which was to be paid to the appellant and her daughter against their shares. The matter was adjourned to 29th November, 2007. On 7th January, 2008, the Company Law Board directed that on the adjourned date, both the parties will indicate the quantum of consideration for the shares of the appellant and the daughter. 140. On 20th April, 2009, the Company Law Board recorded that the parties had agreed that the appellant and her daughter will get out of the company on valuation of the shares in both the companies as a 1/3rd shareholder subject to the deduction of the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Board for removal of the said valuer and thus no further steps should be taken by them. 144. It is not in dispute that on 15th October, 2009, the appellant and her daughter filed an affidavit before the Company Law Board alleging that they had conveyed their in-principal consent to explore the possibility of sale of their shareholding in two companies subject to the fair valuers to be appointed in the matter. It was however alleged that there was no scope for the appellant to agree to any order for sale of shares without all the conditions imposed in the memorandum dated 21st May, 2009 were being considered by the respondents. 145. On 22nd January, 2010, the Company Law Board directed that the valuers shall submit its report for valuation within four weeks from the date of the said order. It is not in dispute that the respondent no.7 who was son of Mr.Anthony Maynard was thereafter impleaded as respondent no.7 in the Company Petition No.177 of 2007. On 9th February, 2010, the said M/s.Chaturvedi Shah, the valuers submitted a report opining the fair value of the equity shares of the company as on 31st March, 2008 at ₹ 2,944/- per equity share of ₹ 10 each fully ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rrections were made by the respective counsel for the parties. It is not in dispute that the said minutes of the order dated 22nd July, 2011 which contained handwritten corrections was letter of substituted by a typed copy which also forms part of the record. It is not the case of the appellant that the counsel who appeared for the appellant and her daughter at that point of time were not authorized to appear on behalf of the appellant and her daughter or that no Vakalatnama was filed by them in favour of the advocate on record. It is also not disputed by the appellant that the appellant had not taken any action against the counsel who appeared for her and her daughter for signing the said minutes of the order on behalf of the appellant and her daughter without any authority of the appellant and her daughter or that the appellant and her daughter had not agreed for what was provided in the said minutes of the order. The appellant has not disputed that this court had taken the said minutes of the order dated 22nd July, 2011 on record and had disposed of Company Appeal (Lodging) No.24 of 2011 and Company Appeal (Lodging) No.25 of 2011 respectively. 149. A perusal of the said order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to exit on payment of the valuation of the shares of the respondent nos. 1 and 6, there was no question of this court granting permission to the appellant and her daughter to raise a plea before the Company Law Board that they were not bound to exit/sell their shareholding and/or that the valuation date of 2008 was no longer relevant and/or for an express direction that the valuers should take into account the entities to which the business of the 1st respondent company in a Company Appeal (Lodging) No.24 of 2011 had been siphoned of. It is not in dispute that the allegations of the appellant belatedly made to the effect that the business opportunities and the profit of the respondent nos. 1 and 6 were diverted to those four companies incorporated by the respondent nos. 2 and 3 was disputed by the respondents and there is no adjudication thereon by the Company Law Board till date. 153. In my view, in view of serious dispute raised by the respondents about the allegations of the appellant and her daughter about siphoning of the business opportunity and the profit of respondent nos. 1 and 6 to those four entities having not been adjudicated upon till date, no prudent person woul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... drawn and/or not pressed. 157. A perusal of the record indicates that by the said consent order dated 22nd July, 2011 passed by this court, the parties had only made substitution of the earlier valuer i.e. M/s.Chaturvedi Shah by M/s.V.B. Haribhakti Co. and had agreed that the rest of the terms and conditions of the order dated 25th June, 2009 passed by the Company Law Board remained unaltered. The parties once again agreed that the valuation would be as on 31st March,2008. 158. It is the case of the appellant now before this court during the course of the arguments that except the said order dated 22nd July, 2011 passed by this court which was though a consent order was a conditional consent order, no other orders passed by the Company Law Board were passed by consent of parties. A perusal of the order dated 22nd July, 2011 ex-facie indicates that no such conditions as are canvassed by the appellant were recorded in the said order dated 22nd July, 2011. Even if the argument of the appellant is accepted that the order passed by the Company Law Board including the order dated 25th June, 2009 was not a consent order, the fact remains that the appellant did not challenge an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r duly signed by the counsel for the parties duly authorized, this court passed an order on 22nd July, 2011. It is specifically recorded in the said order that the minutes of the order as corrected and signed by the respective advocates for the parties was taken on record and marked 'X' for identification. A typed/fair copy of the said minutes was also taken on record and marked 'X-1'. The said Company Appeal (Lodging) No.24 of 2011 was disposed of in terms of the minutes of the order marked 'X'. When the parties filed typed/fair copy of the said minute of the order dated 22nd July, 2011, even at that stage, the appellant did not raise any objection and/or pointed out that something more was allegedly agreed by and between the parties or various liberties were granted by this court to the appellant but were not recorded in the said minutes of the order. 162. In my view, the parties who had made several corrections on the said minutes of order and had initialled those corrections had consciously agreed to the said order after reading and understanding the consequence thereof. The minutes of the order was signed by the practicing counsel of this court who w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y submitted a valuation report before the Company Law Board and has complied with the said order dated 22nd July, 2011. The parties are at liberty to challenge the said valuation made by the said valuers, however not on the issue sought to be raised by the appellant in the memorandum or in the affidavit filed before this court, praecipe or in any other pleadings before the Company Law Board or before this court. 166. A perusal of the appeal memos filed by the appellant in Company Appeal (Lodging) Nos.24 of 2011 and 25 of 2011 clearly indicates that it was not the case of the appellant and her daughter that the said order dated 25th June, 2009 was challenged on the ground that the memorandum dated 21st May, 2009 was not considered by the Company Law Board. A perusal of the record further indicates that the appellant and her daughter had accepted all consent orders passed by the Company Law Board recording that the appellant and her daughter had agreed to exit the respondent nos. 1 and 6 on payment of fair valuation. The appellant and her daughter had also approached M/s.Chaturvedi Shah, the erstwhile valuers for implementing the order of Company Law Board for the purpose of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uently alleged that they were not given opportunity by the said M/s.Chaturvedi Shah, the valuers. In view of such contention raised by the appellant and her daughter, the Company Law Board was pleased to remand the matter back to the same valuer with a direction to submit a fresh report after giving an opportunity to the appellant and her daughter. It is thus clear that the appellant and her daughter had acted upon the order passed by the Company Law Board at that stage. It is clear that it was as and by way of afterthought that the appellant started raising various issues contrary to the agreement arrived at between the Company Law Board. Be that as it may, the parties fully agreed before this court on 22nd July, 2011 that except the substitution of M/s.Chaturvedi Shah by M/s.V.B. Haribhakti Co., order dated 25th June, 2009 passed by the Company Law Board remained unaltered. 171. This court in case of Adarsh Toddy Kamgar Sahakari Sanstha, Nagpur Ors. (supra) has held that the written order passed by the court cannot be interpreted in the light of parole discussion nor the written order could be treated as valid or modified on that basis. It is held by this court tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the prior occasion and what each Judge said in the course of the arguments. In the review application, it was set out at length what the presiding Judge said and expressed in the course of the arguments and what his views were and what the other Judges of the Bench said and expressed and what the view of each Judge was. It was also asserted as to how and why the application was dismissed. The party had acted on the basis of some parole discussion which according to him took place at the time of hearing. This court adverted to the judgment of Supreme Court in case of Associated Tubewells Ltd. v. R.B. Gujarmal Modi, AIR 1957 SC 742 in which it was held by the Supreme Court that in the review application whereof a party had referred in detail as to what, according to him, happened in Court on the prior occasion and what each Judge said in the course of the arguments and as to how and on the application was dismissed. 174. The Supreme Court held that action on the part of the review petitioner was wholly improper. The Judges of the Court cannot be dragged into a controversy as to whether the statements ascribed to them are correct, or express correctly and fully what they had ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to have been held during the course of the hearing of those two company appeals before this court or as to what allegedly transpired between the parties and this court. The fact remains that this court did not pass any order on the said praecipe which itself would clearly indicate that the contents thereof were ex-facie , false and incorrect. 177. It is not in dispute that in view of this controversy raised by the appellant unnecessarily, at the request of the appellant, these matters which were assigned to another Judge of this court, at the request of the appellant, were heard by Shri Justice S.J. Kathawalla for sometime. It is not in dispute that even at that stage also, the appellant and her daughter did not seek any clarification of the said order dated 22nd July, 2011 though there were ample opportunities to the appellant. On the contrary, the record further indicates that Shri Justice S.J. Kathawalla had removed these matters from his board. In my view the application thus made by the appellant by way of praecipe and thereafter various company applications filed before the Company Law Board on the premise that such applications were made based on the liberty alleged t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arious suggestions and/or demands made therein could be made even after the said order dated 22nd July, 2011 passed before the Company Law Board or what had allegedly transpired before the said order dated 22nd July, 2011 between the parties and in court to interpret the said agreement recorded in the said minutes of the order dated 22nd July, 2011 based on the premise that the same was a contract. 180. In my view, the principles for interpretation of a contract cannot be extended to the interpretation of the consent order arrived at between the parties duly signed by the parties themselves or through their advocates. The court has taken on record the minutes of the order duly signed by the advocates by the parties and has disposed of company appeals in terms of those minutes of the order. It was for the parties to record additional terms if any, agreed upon by and between them in the said minutes of order before signing those minutes and ought to have obtained any further liberty and/or directions sought by such party from the court and/or granted by this court. In my view, the application made by the appellant by way of praecipe and thereafter filing of subsequent applications ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat was agreed by the parties, in the absence of anything more like fraud, coercion etc. there cannot be any ground for interfering with a consent order on appeal. Such consent order operates as an estoppel. In my view Mr.Narichania, learned senior counsel for the respondent nos. 1 to 6 is right in his submission that the appellant can argue before the Company Law Board that the valuation report submitted by M/s.V.B. Haribhakti Co. is not realistic and the said issue can be considered by the Company Law Board in the pending company petitions. 184. Supreme Court in case of Suvaran Rajaram Bandekar Ors. (supra) has held that if the order is passed by consent of the parties by the court, the same can be modified only by consent of the parties and not otherwise. In my view since the respondents have opposed these appeals and more particularly the arguments that various alleged agreements entered into between the parties before filing the minutes of the order dated 22nd July, 2011 shall be read in the said order and are opposing such arguments vehemently, in my view the said consent order dated 22nd July, 2011 cannot be modified without consent of the respondents. The princip ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is that the appellant can challenge the said report on the ground that the same is not realistic and not on the ground that the said report did not consider the memorandum, praecipe and affidavit filed by the appellant before the Company Law Board and this court. 187. Insofar as reference to the corrections made in the minutes of the order dated 22nd July, 2011 by the learned counsel for the appellant is concerned, the appellant could not produce any material on record to demonstrate that the respondents had asked the appellant and her daughter to withdraw the said affidavit filed by the appellant and her daughter. Be that as it may, the fact remains that the said order dated 22nd July, 2011 was passed after both the parties through their respective counsel had signed and initialled the said minutes of the order. These allegations made by the appellant are thus without any basis and are incorrect. The respondents were not required to file any reply to the praecipe filed by the appellant and her daughter. In my view, there is no merit in the submission of the learned counsel for the appellant that the interpretation of the order dated 22nd July, 2011 passed by this court by the C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions raised by the appellant to be considered in the valuation report made prior to 22nd July, 2011 after passing of the said order by this court by consent of parties. 190. Insofar as submission of the learned counsel for the appellant that the appellant was not expected to accept the valuation of the shares on the basis of the valuation as on 31st March, 1998 is concerned, in my view the appellant cannot be allowed to raise this issue in view of the appellant having agreed for such cut off date repeatedly before the Company Law Board and also before this court on 22nd July, 2011. It is not in dispute that the company petition was filed by the appellant in the year 1997 whereas the parties had agreed to have valuation of the respondent nos. 1 and 6 as on 31st March, 1998. There is no substance in the submission of the learned counsel for the appellant that the appellant could not have waived her alleged right to seek valuation of the shares of the other companies incorporated by the respondent nos. 2 and 3 and allegedly diverting the business of the respondent nos.1 and 6 to those companies as part of valuation of respondent nos. 1 and 6. The appellant and the other party havin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was only a conditional order the appellant is unable to establish such conditions which stood incorporated therein. From the perusal of the said order dated 22nd July, 2011, I am not inclined to accept the submission of the learned counsel for the appellant that the said agreement dated 22nd July, 2011 recorded by this court cannot be construed as a binding agreement or that the same is not capable of enforcement. There is no substance in the submission of the appellant that the Company Law Board or this court has to consider the surrounding circumstances while interpreting the order dated 22nd July, 2011. 193. Insofar as reliance placed on the judgment of Supreme Court in case of Parayya Allayya Hittalamani (supra) is concerned, Supreme Court in the said judgment has held that in the event, the document is vague, the same must be construed having regard to surrounding and/or attending circumstances. It is held that in a case where a consent decree cannot refer to the entire disputes between the parties and some vagueness remained, the factual background as also the manner in which existence of rights have been claimed by the parties would be relevant. In the said judgment, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e on the basis of the balance-sheet of respondent nos. 1 and 6 as on 31st March, 1998 as per the valuation has to be made by the valuer. In my view the judgment of Supreme Court in case of M/s.Motilal Padampat Sugar Mills Co. Ltd. (supra) does not assist the case of the appellant and is clearly distinguishable. 196. Insofar as judgment of this court in case of Vinod Kumar Anr. (supra) relied upon by the learned counsel for the appellant in support of her submission that the date of the valuation must be the date on which the judgment is delivered is concerned, a perusal of the said judgment indicates that there was no such consent order before this court in the said judgment. Both the parties were aggrieved by the valuation report determining the market value of the said shares. This court accordingly held that since both the parties were aggrieved by the valuation report, the valuation ex-facie could not be considered as just and proper. In this case, M/s.V.B. Haribhakti Co. has already submitted a report. The valuation carried out by the valuer is whether realistic or not has to be still considered by the Company Law Board. The judgment of this court in case of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the appellant in case of Ebrahimi (supra) and on the judgment of Calcutta High Court in case of Bajrang Prasad Jalan Ors. (supra) in support of the submission that the value of the shares of the appellant shall be fixed as on the date of passing the judgment is concerned, in my view those judgments would not assist the case of the appellant for the reasons in this case both the parties had agreed that the appellant shall exit on payment of fair value taking into consideration the valuation as on 31st March, 2008. The appellant is guilty of delay from the date of the order passed by the Company Law Board appointing the valuer for the said purpose. The appellant thus cannot be allowed to raise this issue that the valuation of the shares shall be fixed as on the date of passing of the judgment keeping in mind that the properties of the respondent nos. 1 and 6 are immoveable properties and valuation thereof might have gone up. 201. Insofar as submission of the learned counsel for the appellant that the respondent nos. 1 and 6 and the directors have illegally diluted the shareholding of Mr.Anthony Maynard is concerned or that the respondent nos. 1 and 6 have failed to t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idered. I am not inclined to accept the submission of the learned counsel for the appellant that all orders prior to 22nd July, 2011 passed by the Company Law Board are exploratory or that the order dated 22nd July, 2011 is a conditional consent order. 204. Insofar as reliance placed by the learned counsel for the appellant on the judgment of Supreme Court in case of Needle Industries (India) Ltd. and Ors. (supra) is concerned, the Supreme Court has discussed the equitable jurisdiction of the Company Court. In the said judgment, the company petition under sections 397 and 398 was disposed of by the Company Law Board. The Supreme Court held that though the parties had failed to make out a case of oppression, the court is not powerless to do substantial justice between the parties and place them, as nearly as it may, in the same position in which they would have been, if the meeting was held in accordance with law. 205. As a measure of neutralisation of the benefit which one set of shareholders received, the Supreme Court issued certain directions regarding payment of dividend. In this case without prejudice to the rights and contentions of the respondents that the appellan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt of Supreme Court in case of Dale Carrington Invt. (P) Ltd. (supra) thus would not assist the case of the appellant. 207. In my view, the judgment has to be read as a whole and the ratio therefrom is required to be culled out from reading the same in its entirely and not only the part of it. The judgment of Supreme Court in case of Dale Carrington Invt. (P) Ltd. (supra) was given in the facts of that case which are totally distinguishable in the facts of this case. Similar view is taken by the Supreme Court in case of P.S. Sathappan (dead) by Lrs. (supra) and the judgment of the Supreme Court in the case of Gangadhar Behera Ors. (supra). 208. Insofar as submission of the learned senior counsel for the respondent nos. 1 and 6 that though the husband of the appellant did not have 1/3rd shareholding in the respondent nos. 1 and 6, the respondent nos. 1 and 6 had offered 1/3rd shareholding to the appellant and her family is concerned, this court cannot re-open this issue in view of the parties having agreed before the Company Law Board that fair value would be paid by the respondent nos. 1 and 6 to the appellant, legal heir of said Mr.Anthony Maynard on th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the order passed by the Company Law Board indicates that the said company application is rejected by the Company Law Board on the ground that the amendment sought by the appellant in the said company application was sought to circumvent the order dated 9th May, 2011 passed by the Company Law Board and the order dated 22nd July, 2011 passed by this court. In my view, the order passed by the Company Law Board on 9th May 2011, 25th June, 2009 and various orders passed in the company petition and company application filed by the appellant have attained finality. The order dated 22nd July, 2011 passed by this court also has attained finality. The said application for amendment of the Company Petition No.177 of 2007 prayed by the appellant in Company Application No. 399 of 2011 was in teeth of the various orders passed by the Company Law Board and this court and thus this court does not find any infirmity with the order passed by the Company Law Board dismissing the Company Application No.399 of 2011 for the reasons recorded therein. There is no perversity in the said order passed by the Company Law Board and thus no interference is warranted in this company appeal. 212. Insofar as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Law Board at any stage is concerned, in my view, there is no merit in this submission of the learned counsel for the appellant. The Company Law Board had not granted any such permission to the respondent nos.1 and 6. 214. In my view, there is no merit in the submission of the learned counsel for the appellant that since the respondent nos.1 and 6 being Private Limited Company and being in the nature of quasi partnership, the valuation of the share of the appellant will have to be made on the basis of a going concern. The parties have already agreed to the valuation date and also the ratio of the parties for the purpose of valuation by consent. 215. In so far as the reliance placed on the judgment in the case of Vinod Kumar Anr. vs. Sigmalon Equipment P. Ltd. Ors. (supra) relied upon by the learned counsel for the appellant is concerned, the said judgment would not assist the case of the appellant in view of the fact that the parties in this case had by consent agreed that the valuation shall be on the basis of the balance sheet of the respondent nos.1 and 6 as on 31st March 2008. 216. In so far as the allegation of the appellant that the other directors of the res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the facts of this case and would assist their case. 219. The Supreme Court in the case of Dr.Renuka Datla (Mrs.) vs. Solvay Pharmaceuticals B.V. Ors. (supra) has held that the Court has to go by the terms of settlement which are the last words on the subject and if those terms either in express terms or by necessary implication do not contemplate the valuation by any other method, the Court cannot draw any other presumption. In my view, since the parties have filed consent Minutes of order and having agreed that the appellant and her daughter would exit on payment of fair valuation on the basis of the valuation of the shares of the respondent nos.1 and 6 and on the basis of balance sheet as on 31st March 2008, no other method as canvassed by the learned counsel for the appellant can be read in the said order as the same had not been contemplated and agreed by the parties in the said order. 220. The Kerala High Court in the case of Subash Jain Ors. vs. Pioneer Shopping Complex Pvt. Ltd. Ors. (supra) has held that after having agreed to purchase the minority shares on the basis of a report submitted by the valuer appointed by the Company Law Board, majority share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppellant that this Court cannot consider written note submitted by the respondent nos.1 and 6 alleging efforts made by the respondent nos.2 and 3 before the death of the husband of the appellant and post his demise to expand the respondent nos.1 and 6 is concerned, since these allegations were not on record before the Company Law Board and before this Court, this Court does not propose to deal with the contentions raised in the said written note submitted by the learned counsel for the respondent nos.1 and 6. 224. In so far as the submission of the learned counsel for the appellant that there being inconsistencies/difference in the Minutes of the Order with handwritten corrections and in re-typed Minutes of Order, the Minutes of Order with handwritten corrections would prevail and would be binding on the parties is concerned, in my view, there is no merit in this submission of the learned counsel for the appellant for the reason that the counsel for the parties had put their initials on the corrected portion of the Minutes of Order containing handwritten corrections. Admittedly in the re-typed Minutes of Order dated 22nd July, 2011, corrected Minutes of Order which were duly agr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he averments made in that application were ex-facie contrary to the order passed by the Company Law Board and also the order dated 22nd July, 2011 passed by this Court. 228. In my view, there is no merit in the submission of the learned counsel for the appellant that the appellant was entitled to buy equity shares of the other members and also exercise its right of participation, dividend, entitled to apply for winding up of the respondent nos.1 and 6 on just and equitable ground and share in surplus in case of winding up of the respondent nos.1 and 6 in view of the fact that the appellant had agreed to exit from the respondent nos.1 and 6. The appellant cannot on one hand agree to exit from the respondent nos.1 and 6 on payment of fair valuation and on the other hand, can apply for enforcement of various rights permitted under the Articles of Association and Memorandum of Association and/or of the provisions of the Companies Act, 1956. 229. In so far as various judgments relied upon by the learned counsel for the appellant referred in paragraph 127 aforesaid in support of the submission that the valuation of the property has to be on the date of the order is concerned, in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at as it may, invocation of Order XXXII Rule 7 of the Code of Civil Procedure, 1908 itself would pre-suppose that various orders passed by the Company Law Board and the order dated 22nd July, 2011 were consent orders. 233. In so far as the submission of the learned counsel for the respondent no.7-daughter that the consent allegedly given by the appellant on behalf of the respondent no.7 before the Company Law Board was without any express leave of the Company Law Board as well as this Court or there being any affidavit of next friend filed by the appellant in any of the proceedings or that the consent orders were not in the interest of the respondent no.7 is concerned, though the respondent no.7 has attained the age of majority on 18th February, 2015, the fact remains that for last more than two years, she has not applied for setting aside those consent order either before the Company Law Board or before this Court on such grounds. On the contrary, the record indicates that she has also acted upon those consent orders. 234. In my view, the transposition of the respondent no.7 at belated stage clearly indicates the collusion between the appellant and her daughter. The responde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... el proceedings. 238. In so far as the submission of the learned counsel for the appellant that the appellant is unable to deliver the shares of her daughter in the respondent nos.1 and 6 companies for exit is concerned, in my view, as on today, since various consent orders passed by the Company Law Board and the order dated 22nd July, 2011 passed by this Court are binding on the appellant and the respondent no.7, both the parties are bound to deliver their respective shares in the respondent nos.1 and 6 companies on payment of fair valuation. 239. In so far as the submission of the learned counsel for the appellant that the parties were not ad-idem about the terms and conditions of exit before the Company Law Board is concerned, a perusal of the record indicates that all the parties were clear about consent which they had given before the Company Law Board and also before this Court and were ad-idem about the terms and conditions of exit. The appellant never applied for recall of any of those orders at any point of time on the ground that the appellant was not ad-idem about any terms and conditions of exit before the Company Law Board and before this Court. On the contrar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with, selling, alienating, transferring, encumbering the shareholding of late Mr.Anthony Maynard in the respondent no.1 and also praying for an order and direction against the respondent nos.1 to 7 to furnish the copies of the writings relating to issuance of the duplicate share certificates of the respondent nos.1 to 7 while considering the matter of issuance of the duplicate share certificates to the respondent no.7 at the meeting of 19th June, 2012 and seeking direction to the respondent nos.1 to 5 to deliver up to the appellant and her daughter after due transmissions, the originals of the share certificates representing to 2/3rd of the shareholding of late Mr.Anthony Maynard in the respondent no.1 and/or duplicate share certificates. Learned counsel also invited my attention to the various averments made in the Company Application No.389 of 2012 and prayers sought by in the said company application. 244. It is submitted by the learned counsel for the appellant that the respondent no.7 is the step son of the appellant. The appellant has 26% shareholding interest in the respondent no.1 company. If the respondent no.7 sells his 1/3rd shareholding out of shareholding of the lat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lication filed by the respondent nos.1 to 6 was opposed by the appellant. On 17th May, 2012, the Company Law Board passed an order directing the respondent no.1 to transmit 1/3rd of the shareholding of late Mr.Anthony Maynard in favour of the respondent no.7 and to rectify the register of shares of the respondent no.1. 248. It is submitted that on 5th June, 2012, the respondent no.1 rectified the register of shares without holding a board meeting. On 8th June, 2012, the respondent no.1 issued a notice for holding a meeting to rectify shareholding of the respondent no.7 in the register of shares of the respondent no.1. On 19th June, 2012, the respondent no.1 passed a resolution for rectifying shareholding of the respondent no.7 in the register of shares of the respondent no.1. In the said board meeting, the appellant was admittedly present. 249. On 13th July, 2012, the appellant filed the said Company Application No.389 of 2012 inter-alia praying for various reliefs already referred to aforesaid. Learned counsel for the appellant invited my attention to Article 3(a), Articles 5, 16 to 22 and 27. It is submitted by the learned counsel that there are two categories of preempti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company application filed by the appellant merely on the ground that the appellant had agreed to exit the respondent company and thus the appellant was a seller and not the buyer and therefore, could not claim any pre-emptive rights over the shares of the respondent no.7. She submits that the Company Law Board has not gone into the issue as to who is entitled to exercise preemptive rights under the Articles of Association or not at all in the impugned order though the said issue was raised by the appellant before the Company Law Board. She submits that the Company Law Board has proceeded on the premise that the appellant had admitted in the company petition that the respondent no.7 was entitled to have 3128 shares in the respondent no.1 out of the total shareholding of late Mr.Anthony Maynard in the respondent no.1. 253. It is submitted that the appellant had admitted the entitlement of the respondent no.7 provided he would have joined the appellant in the company petition. She submits that the said alleged admission in the company petition as construed by the Company Law Board was not an unconditional averment, but was subject to the condition that the respondent no.7 ough ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... laimed by him. She submits that issuance of the duplicate shares in favour of the respondent no.7 itself is illegal and no further effect thereon could be given by the respondent no.1 based on issuance of such duplicate shares. 257. Learned counsel for the appellant placed reliance on the judgment of the Supreme Court in case of Dale Carrington Invt. (P) Ltd. Another vs. P.K. Prathapan Ors., (2005) 1 SCC 212 and in particular paragraph 38. Relying upon the said judgment, learned counsel for the appellant submits that if the High Court under section 10-F of the Companies Act, 1956 comes to the conclusion that allotment of shares in favour of a party is by committing manipulation and fraud and if the shares are transferred not for a proper price, the Court can set aside such transaction. She submits that wrongdoer cannot be rewarded and the oppressed party cannot be penalized. 258. Learned counsel for the appellant placed reliance on the judgment of the Supreme Court in case of Bihar State Electricity Board, Patna Ors. vs. Green Rubber Industries Ors. AIR 1990 Supreme Court 699 and in particular paragraph 21 in support of her submission that the Court has to c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard were lost or destroyed and only if there was no dispute that the original shares were lost or destroyed, the Company Court could have passed an order for issuance of the duplicate share certificate in favour of the respondent no.1. She submits that issuance of the duplicate shares itself was illegal and contrary to section 84(2) of the Companies Act, 1956. 262. Learned counsel for the appellant placed reliance on the order passed by the Company Law Board before Company Law Board Eastern Region Bench in case of Dr.Rajiv Das vs. United Press Ltd. Ors. (2002) 111 Company Cases 584 and in particular a portion of the judgment on page 588. It is submitted that the allotment in severalty of shares in favour of the respondent no.7 could only be done in an action for partition and not by the Company Law Board in an action under section 84 of the Companies Act, 1956. 263. Learned counsel for the appellant placed reliance on the judgment delivered by the Division Bench of this Court in case of Bajaj Auto Ltd. vs. Western Maharashtra Development Corporation Ltd. 2015(4) Bom C.R. 499 and in particular paragraph 27 in support of the submission that right of pre-emption prov ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shareholding in the respondent no.1.It is averred that the appellant and her daughter reserved a liberty for respondent no.7 who is entitled to 3128 equity shares out of aggregate 9382 equity shares held by late Mr.Anthony Maynard in the respondent no.1. Learned senior counsel for the respondent no.7 invited my attention to the prayer clauses of the said company petition (177 of 2007) filed by the appellant and would submit that the appellant herself had prayed for an order and direction against the respondent no.1 to transmit the shareholding of late Mr.Anthony Maynard to and deliver over related share certificates to his legal heirs i.e. the appellant, her daughter and the respondent no.7 in equal proportion. 268. It is submitted by the learned senior counsel that entitlement of the respondent no.7 who has 1/3rd shareholding in the share of late Mr.Anthony Maynard is admitted and recognized by the appellant in the company petition itself filed by her. He submits that it is the case of the appellant herself that the said shareholding of the said Mr.Anthony Maynard has to be divided in equal proportion to the appellant, her daughter and the respondent no.7. It is submitted that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f of all the legal heirs of late Mr.Anthony Maynard. He submits that this argument of the appellant is ex-facie selfdestructive. It is submitted that the respondent no.7 is holding 3118 shares in the respondent no.1 company pursuant to an order dated 17th December, 2012 passed by the Company Law Board directing the respondent no.1 to transmit those shares in favour of the respondent no.7. He submits that the said order dated 17th December, 2012 passed by the Company Law Board is already implemented by the respondent no.1 and the transmission of all those 3118 shares in favour of the respondent no.7 is completed. 273. Learned senior counsel for the respondent no.7 invited my attention to the reply filed by the respondent nos.1 to 6 before the Company Law Board in Company Application No.389 of 2012 stating that after splitting of share certificates into two certificates, the share certificate for 1/3rd shares were transmitted in the name of the respondent no.7 as per the directions of the Company Law Board and issuance of the duplicate shares and transmission of shares was further ratified in the board meeting dated 19th June, 2012. He submits that the appellant has admittedly n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oral agreement between the respondent no.2 and respondent no.3 with Mr.Anthony Maynard which is untenable and is false. 277. Learned senior counsel invited my attention to prayer clause (a) of the said company application in which the appellant had prayed for an injunction against the respondent no.7 from dealing with, selling, alienating, transferring, encumbering the shareholding of late Mr.Anthony Maynard in the respondent no.1. He submits that the said prayer clause (a) itself indicates that ownership of the respondent no.7 of 3118 shares of the respondent no.1 company is thus accepted by the appellant. He submits that it was for the respondent no.7 to decide whether to join the appellant or not. The respondent no.7 has refused to join the appellant and to claim the alleged right of preemption jointly. He submits that the alleged oral agreement pleaded by the appellant in the company application is without particulars and cannot be allowed to be raised. He submits that no such alleged oral agreement was pursued by the appellant in her submission before the Company Law Board. 278. Learned senior counsel for the respondent no.7 placed reliance on Article 5 of the Articles o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares must continue to be a member of the company for exercising the alleged right of preemption. There is no express prohibition from selling the shares to any other member under any of the Articles of Association. 280. Learned senior counsel placed reliance on the judgment of the Gauhati High Court in case of Radhabari Tea Co. P. Ltd. vs. Mridul Kumar Bhattacharjee Ors. (2010) 153 Company Cases, 579 Gauhati and in particular paragraphs 122, 129 and 131 in support of his submission that preemptive right to buy the shares of the company is granted in favour of a member by a private company under Articles of Association so that his right of control is not taken away. He also placed reliance on a commentary of Palmer's on Company Law, which is referred to by the Gauhati High Court in the said judgment with approval. 281. It is submitted by the learned senior counsel that now in view of the conflict between the appellant, her daughter and the respondent no.7, the appellant cannot demand possession of the shares of the respondent no.7 in her favour. The appellant has not amended the appeal memo for transfer of proportionate share in her favour. The appellant had filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny Law Board to issue duplicate shares issued by the respondent no.1 company pursuant to the order passed by the Company Law Board and thus that order cannot be set aside by this Court in this appeal. 285. Learned senior counsel for the respondent nos.1 to 6 invited my attention to prayer clause (c) of the company application filed by the appellant regarding allotment of 2/3rd shares in favour of the appellant and her daughter and 1/3rd share in favour of the respondent no.7. He submits that the appellant has thus recognized the respondent no.7 as the owner of those 3118 shares and thus no prayer for injunction could be granted even otherwise by the Company Law Board against the respondent no.7. 286. Learned counsel for the respondent nos.1 to 6 also placed reliance on Rule 4(3) of The Companies (Issue of Share Certificate) Rules, 1960. He submits that there was no question of publication of any advertisement for inviting objections from any member of public before issuance of the duplicate shares since the shares are transmitted in favour of the respondent no.7 on the basis of the order passed by the Company Law Board which has attained finality. Learned senior counsel disti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... had opposed issuance of the duplicate shares in the meeting and also specifically in writing. Insofar as the prayer in the company application and the averments made by the appellant to which the respondents have placed reliance upon are concerned,it is submitted that the prayers and the averments have to be considered together for its true and correct meaning and interpretation. It is submitted that the appellant is not required to challenge the order passed by the Company Law Board directing the respondent no.1 to transmit 1/3rd shares in the name of the respondent no.7. The appellant could have applied for pre-emption against the respondent no.7. She submits that in any event since the order passed by the Company Law Board is illegal, the same cannot be relied upon by the respondents. 290. It is submitted that the appellant and her late husband were the permanent directors of the respondent no.1 under Article 27(a) of the Articles of Association. She submits that the rights of preemption provided in the Articles of Association cannot be taken away. The respondent nos.1 to 6 have no answer to Article 27(a) of the Articles of Association. The appellant has nominated her daughte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pondent no.7 from dealing with, selling, alienating, transferring, encumbering the shareholding of the late Mr.Anthony Maynard in the respondent no.1 and for directions against the respondent nos.1 to 7 to furnish the copies of various writings and against the respondent nos.1 to 5 to deliver up to the appellant, after due transmission, the originals of the share certificates representing of 2/3rd shareholding of the late Anthony Maynard in the respondent no.1 and / or duplicate share certificates. 294. A perusal of the averments made by the appellant in the Company Petition No.177 of 2007 filed by the appellant under sections 397, 398, 402 and 403 of the Companies Act indicates that it was averred by the appellant herself and her daughter in the said petition that the appellant had handed over the death certificate of the husband of the appellant to the respondent no.2 when he had visited the residence of the appellant with a request to ensure transmission of the shareholding of her late husband in the respondent no.1 company to the names of the appellant, her daughter and the respondent no.7 in equal proportions. It is averred in the company petition that the respondent no.2 h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ho was the petitioner no.2 in the said company application and to rectify the register of members accordingly. In paragraph 17 of the said company application, it is contended by the appellant that she and her daughter were entitled to the right of pre-emption in relation to the shareholding liable to stand transmitted over to the respondent no.7. 299. In the prayers of the said company application, the appellant applied for an injunction against the respondent no.7 from dealing with, selling, alienating, transferring, encumbering the shareholding of the late Anthony Maynard in the respondent no.1 company. The appellant also prayed for an order and direction against the respondent nos.1 to 5 to deliver up to the appellant and her daughter, after due transmission, the original of the share certificates representing two-third of the shareholding of the late Mr.Anthony Maynard in respondent no.1 and / or the duplicate share certificates. 300. It is not in dispute that pursuant to an application made by the respondent no.7 (Company Application No.42 of 2010), for seeking impleadment in the company petition filed by the appellant, the Company Law Board passed an order for impleadm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Anthony Maynard in the respondent no.1 company and to rectify the register of shares having attained finality, the appellant cannot challenge those orders directly or indirectly in this company appeal, which is arising out of altogether different order. 303. In my view, this Court has no power to set aside those orders passed by the Company Law Board which had attained finality in this company appeal. Mr.Dhond, learned senior counsel for the respondent no.7 and Mr.Narichania, learned senior counsel appearing for the respondent nos.1 to 6 are right in their submissions that since those orders passed by the Company Law Board were not challenged by the appellant, those orders cannot be set aside by this Court in this company appeal in absence of any challenge to those orders. 304. In my view, the Company Law Board was even otherwise right in passing an order of impleadment of the respondent no.7 as a party respondent to the company petition filed by the appellant and her daughter and also in passing order of transmission of 1/3rd of the shareholding of the late Mr.Anthony Maynard in favour of the respondent no.7 and to rectify the register of shares to the extent of 1/3rd of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no.1, in my view, thus after following the requisite procedure under the provisions of the Companies Act, 1956 and also various other provisions of law have rightly issued the duplicate shares to the extent of 1/3rd of the total shareholding of the late Mr.Anthony Maynard in favour of the respondent no.7 and has already implemented the said order passed by the Company Law Board. 308. A perusal of the company petition along with the company application filed by the appellant and her daughter also clearly indicates that in her alternate prayers, the appellant herself had prayed for issuance of duplicate share certificates of the originals of those share certificates representing 2/3rd of the shareholding of the late Mr.Anthony Maynard if originals were not available with the respondent no.1. I am thus not inclined to accept the submissions of the learned counsel for the appellant that the respondent no.1 could not have issued any duplicate share certificates in favour of the respondent no.7. Be that as it may, the respondent no.1 has already made a submission before this Court that the duplicate share certificates in respect of 1/3rd share of the appellant and her daughter also w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it is not mandatory that if the member decides to sell his shareholding, he must first offer those shares to his immediate family members. In these circumstances, the respondent no.7 was not bound to offer those shares first to the appellant or her daughter and is free to sell his shares to other members though they may not be his family members. 312. It is the case of the appellant herself now that there is conflict of interest between her and her daughter and as a result of such alleged conflict, the daughter of the appellant, who was the petitioner no.2 with the appellant before the Company Law Board and also in these appeals as appellant no.2, this Court has already transposed her as one of the respondent in these three appeals. Even if the respondent no.7 would have transferred his 3118 shares and even if the daughter of the appellant would have transferred even her shares in favour of the appellant, inspite of the alleged conflict with the appellant, the shareholding of the appellant would not be to the extent of 26% of the total share capital of the respondent no.1. I am thus not inclined to accept the submission of the appellant that the appellant would have better barg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ondent no.7 and had prayed for issuance of the duplicate shares against the respondent no.1 if the original shares were not traceable. 316. In my view, the respondent no.1 was not required to publish any notice for inviting objections from any member of public before issuance of the duplicate shares under Rule 4(3) of the Companies (Issuance of Share Certificate) Rules, 1960 for the reason that those shares were issued by the respondent no.1 company in favour of the respondent no.7 on the basis of the order passed by the Company Law Board which order has attained finality. Be that as it may, the appellant and her daughter also had admitted categorically the entitlement of the respondent no.7 in those 3118 shares out of the shareholding of the late Mr.Anthony Maynard in the respondent no.1 company. In my view, the judgment of the Company Law Board in case of Dr.Rajiv Das (supra) relied upon by the learned counsel for the appellant would not assist the case of the appellant on the ground that the said order passed by the Company Law Board is not a precedent and is not binding on this Court and even otherwise not applicable to the facts of this case. 317. Insofar as the judgmen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... other hand in place as on today. There is no basis of such apprehension expressed by the appellant. 321. In my view, there is no substance in the submission of the learned counsel for the appellant that under Article 3(A), Articles 5, 16 to 22 and 27, there are two categories of pre-emptive rights provided in the Articles of Association. In my view, the submission of the learned counsel for the appellant is contrary to those articles relied upon by the appellant. Those articles do not provide any intragroup pre-emption as sought to be canvassed by the learned counsel for the appellant. The Board of Directors of the respondent no.1 were not required to issue any notice to the appellant under Article 18 of the Articles of Association to the effect that the respondent no.7 had desired to sell his shares to other groups of the respondent no.1. The appellant had already agreed to exit from the respondent no.1 on payment of fair valuation. Be that as it may, the respondent nos.2 to 5 have not entered into any agreement with the respondent no.7 for transfer of shares of the respondent no.7 in their favour till date. 322. There is no substance in the submission made by the learned co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the respondent no.1 and thus no reliance can be placed even otherwise on the said article. 326. Insofar as the submission of the learned counsel for the appellant that her client has already filed a separate Testamentary Suit is concerned, the same is not relevant for the purpose of deciding this appeal. This Court does not express any views on the merits of the said Testamentary Suit. 327. Insofar as the submission made by the learned counsel for the respondent no.8, the daughter of the appellant is concerned, it is not in dispute that she has been now transposed as the respondent no.8 in the Company Appeal No.49 of 2014 also. Insofar as the submission made by the learned counsel that the respondent no.8 is entitled to dispute the alleged consent order passed by the Company Law Board at any stage is concerned, in my view, there is no merit in this submission. Though the respondent no.8 has become major on 18th February, 2015, till date no proceedings are filed by her for challenging various consent orders passed by the Company Law Board and the order dated 22nd July, 2011 passed by this Court. Merely because these company appeals were pending before this Court, there was no ..... X X X X Extracts X X X X X X X X Extracts X X X X
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