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TMI Blog2020 (1) TMI 278X X X X Extracts X X X X X X X X Extracts X X X X ..... ical) For the Appellants : Mr. Rahul Chitnis and Mr. Asditya Pande, Advocates. For the Respondents : Mr. Saurabh Kalia and Ms. Parika Thakral, Advocates. Mr. Kiran Shah, FCA. JUDGMENT BANSI LAL BHAT, J. This appeal is directed against disposal of I.A. No. 389 of 2018 preferred by the Appellants (Petitioners) during the pendency of C.P. No. 69/241-244/NCLT/AHM/2017 by the National Company Law Tribunal, Ahmedabad Bench (for short 'the Tribunal') by virtue whereof the Appellants' application for release of interim payment of Rs. 5.95 Crore deposited by the Respondents towards the share price conversion in separate escrow account with HDFC Bank, Bhavnagar Branch with further prayer of directing the Respondents to provide Bank Guarantee for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Valuer estimated the valuation of the Company at Rs. 18,76,10,00,000/- and the value of shares held by the Appellants at Rs. 39,20,00,000/- The Appellants prayed before the Tribunal that since the order dated 12th October, 2017 passed by the Tribunal on the basis of Consent Terms amounted to a decree, the Appellants were entitled to get the amount deposited by the Respondents on the direction of the Tribunal as an interim measure towards share price consideration in separate escrow account with HDFC Bank, Bhavnagar Branch till final disposal of the matter. However, the Respondents resisted the application on the ground that they had filed I.A. No. 127 of 2018 challenging the report of Independent Valuer and subsequently filed another pursis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Terms of Consent. The Valuation Report has admittedly been assailed by the Respondents on the alleged ground of fraud. While we do not want to express ourselves as regards the ground available to Respondents to challenge the Valuation Report, the fact that the Independent Valuer applied CCM Methodology and did not resort to other methodologies including NAV and CDF does not, in itself, affect the credit and worth of the Valuation Report. Many protocols may be available to an Expert in arriving at the fair value of shareholding. It is left to his discretion to adopt the methodology which in his fair judgment is suitable in a given situation. However, this does not apply to the mandatory parameters and methodologies required to be empl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ised in the petition, in terms whereof it was agreed that the shares held by the Appellants in the Company shall be purchased by the Respondents at a value determined by the Independent Valuer form part of the Consent Order of the Tribunal. This leaves no room for doubt that the Company Petition alleging oppression and mismanagement stands determined in terms of the consent order passed by the Tribunal with the Appellants holding less than 10% shareholding in the Company exiting the Company by transfer of shareholding for a fair value determined on the basis of Valuation Report drawn up by an Independent Valuer. Admittedly, Deloitte was one of the nominated valuers in the panel. Thus, we find force in the contention of the Appellants that ..... X X X X Extracts X X X X X X X X Extracts X X X X
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