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TMI Blog2017 (11) TMI 163X X X X Extracts X X X X X X X X Extracts X X X X ..... s Tribunal is of the considered view that, petitioner and his wife can be given option to sell their shares for a fair market value fixed by an independent valuer appointed by this Tribunal. Petitioner and his wife, if they are willing to sell their shares, they shall file an application before this Tribunal within two months from the date of this order for appointment of independent valuer to assess fair market value of the shares of the first respondent company as on the date of filing of petition. In case, if the petitioner files such application, this Tribunal shall appoint independent valuer to determine the fair value of shares on the date of filing of petition and further decide the mode and manner of transfer of shares. In case if the petitioner and his wife are willing to sell their shares, respondents No. 2 and 3 shall purchase shares of the petitioner at a fair market value determined by the independent valuer appointed by this Tribunal. - TP No. 108/397-398/NCLT/AHM/2016(New) And CP No. 76/397-398/CLB/MB/2015 (Old) - - - Dated:- 20-9-2017 - MR. BIKKI RAVEENDRA BABU, J. For The Petitioner : S. Suriyanarayanan , Ld. Adv. For The Respondent : Dhiren Dave, Ld. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e allotted 12000 shares out of 99520 shares. 04. While searching website of Ministry of Corporate Affairs in the month September, 2015, petitioner came to know that respondents No. 2 and 3 did not allot 50% shares to the petitioner. Construction of Rudraksha Synthetics P. Ltd. started in the land owned by the first respondent company. Construction of the process house of Rudraksha Synthetics P. Ltd. in the land owned by the first respondent company was started in the first quarter of 2010 and on 15.08.2010 civil works were completed. The first machine was commissioned in the last quarter of 2010 and the second stenter machine was installed in August 2012. 05. Respondents started informing the petitioner that the process house is running in loss. Petitioner was not even allowed to draw monthly salary on the pretext of huge loss. As a Printing Master, petitioner was responsible for the salary and welfare of the workers who work in the process house. Ultimately, production activities of Rudraksha Synthetics P. Ltd. were stopped with effect from 01.02.2010 with an understanding to sell the property of Rudraksha Synthetics P. Ltd. and the first respondent company to the buyers. Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is filed in CP No. 85 of 2016 and TP No. 109 of 2016 and therefore they are not filing detailed reply in this case. 08. In the rejoinder, petitioner has stated that he is adopting the rejoinder filed by him in CP No. 77 of 2016. 09. Nagina Processors P. Ltd. was acquired by the petitioner and brothers of respondents No. 2 and 3 by acquisition of shares with a view to construct and start a process house in the vacant land of the first respondent company, according to the petitioner. It is an admitted fact that the petitioner was employed as Printing Master in Rudraksha Synthetics P. Ltd. in which the petitioner herein, his wife and respondents No. 2 and 3 are shareholders. M/s. Rudraksha Synthetics P. Ltd. has a process house established in the land of the first respondent company Nagina Processors P. Ltd. 10. To substantiate the case that petitioner that he was promised 50% shareholding in the first respondent company subject to the petitioner provide 50% of the capital of the first respondent company and in Rudraksha Synthetics P. Ltd. petitioner has not placed any material on record. It is a fact that, petitioner and his wife are shareholders in the first respondent comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r leaving Rudraksha Synthetics P. Ltd. in May 2013. When such is the case, petitioner questioning the handing over of Rudraksha Synthetics P. Ltd. to Devi Processors is not within his competence. Petitioner is not one of the Directors of the first respondent company at any point of time. Moreover, when the first respondent company's land was allowed to be used by Rudraksha Synthetics P. Ltd., with the consent of petitioner, petitioner, although he is a shareholder in the first respondent company, cannot question the action of Rudraksha Synthetics P. Ltd. in handing over the process house to Devi Processors in this petition, stating that it is an act of oppression qua the petitioner. 12. Petitioner is claiming for his arrears of salary in this petition. That is a matter to be agitated in Civil Court. Even according to the petitioner, process house was stopped in February, 2013 and he left the company in May, 2013. Therefore, petitioner, if he is entitled he can claim arrears of the salary provided if it is within the limitation by filing a suit for recovery of amount in Civil Suit but not in this petition. There are no acts of oppression and mismanagement qua the shareholding ..... X X X X Extracts X X X X X X X X Extracts X X X X
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