9911796707
TMI Blog2002 (4) TMI 788X X X X Extracts X X X X X X X X Extracts X X X X ..... The respondent before this Court who is the petitioner in the Company Law Board had filed a petition under section 397-398 of the Companies Act, 1956 ( the Act ) alleging that he held 14.5 per cent of the capital of the company and challenged as oppressive the proposal of the company to issue more than 70 per cent shares which were to be allotted to the share holders who were in whole-time employment of the company and to another company under the same management. 3. At the time of hearing before the Board, a settlement in writing was arrived at by which the original petitioner/respondent herein, had agreed to sell shares of all the three companies to the appellant-company herein, which had agreed to purchase the shares at a fair val ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be required for the purpose of valuation. 7. PW shall be entitled to avail of the services of other expert valuers for valuation of the properties of the company. 8 . PW would give their report within 6 weeks from the date of request for the same. The cost of the valuation would be borne equally by both the parties. In accordance with the above agreed terms and in order to facilitate the parties to come to a final settlement, we adjourn the case to 5-8-1998 at 4.00 P.M. when the parties can make their submissions as per caluse 4 above. 4. Thereafter the valuer was changed from Price Water House Co. to S.R. Batliboi Co. The report of valuation of S.R.Batliboi Co. was found unacceptable by both the parties who sought the r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent would sell its shares and the appellant would purchase the same and the respondents had given an undertaking not to raise any objection contrary to the intent of this settlement. Having done so, the respondents cannot turn around and claim now at this stage that the petition is not maintainable and it is no longer interested in purchasing the shares of the petitioner. ( f )Even if the petition was to fail on merits as stated by Mr. Chaudhary, the respondents having agreed to purchase the shares are estopped from raising this issue now. ( g )The only issue which survives is the issue for working out the consent order the determination of the fair price of the shares of all the three companies and the question of getting into the meri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... el for the respondent, on the other hand, contended that the phraseology of section 634A clearly indicates that an order made by the Board may be enforced by the Board in the same manner as if it were a decree made by a Court in the civil suit, could not be a decree in view of the words "as if it is a decree". Section 634A reads as under : "634A. Enforcement of orders of Company Law Board - Any order made by the Company Law Board may be enforced by that Board in the same manner as if it were a decree made by a court in a suit pending therein, and it shall be lawful for that Board to send, in the case of its liability to execute such order, to the court within the local limits of whose jurisdiction: ( a )in the case of an order against ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r dated 28-5-1998 was an order contemplated by section 634A and can be enforced by the Board as sought to be done by the order dated 23-1-2002. Furthermore, there is no merit in the plea of the learned counsel for the appellant that the order dated 28-5-1998 was a facilitatory one and not a final settlement. The only factor which was to be considered after the settlement of 28-5-1998, was about the valuation of the shares to be done eventually by the Board. On this plea I respectfully agree with the view of the Madras High Court in Kulki Leather case, where the Division Bench in Kulki Leather P. Ltd. v. T.N.K. Govindaraju Chetiar Co. LPA No. 123 of 2001 dated 28-8-2001 held as follows : ...... The submission that the Board had no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve considered the submissions made by the counsel and examined those submissions, we make it clear that the appellant are not entitled in law to urge any of those grounds, as allowing the appellant who do so successfully would mean closing eyes by the court to a fraud played by a party and the counsel on the Company Law Board. As stated by us earlier, no counsel or litigant has a right to play fraud on a court or the tribunal and any attempt to do so must be discouraged and should invite the heaviest penalties . 11. The above observations made by the Madras High Court apply with equal force to the attempt of the appellant in the present case to avoid carrying out a solemn promise made through their responsible counsel duly recorded by t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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