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TMI Blog2011 (12) TMI 737X X X X Extracts X X X X X X X X Extracts X X X X ..... shares. The counsel for the respondent, while agreeing to purchase the shares of the petitioner also submitted that his client would file a valuation report within 4 weeks. Accordingly, a valuation report was filed by the respondent on 2.7.2008 indicating the fair value of the shares at ₹ 157.81 per share. Since the petitioner raised certain objections on the valuation report submitted by the respondent, in the hearing held on 11.12.2008, both the sides agreed that this Board itself would appoint an independent valuer to fix the share price as per the balance sheet as on 31.3.2008. Accordingly, I appointed M/s. Vipin Aggarwal, Chartered Accountants to determine the fair price of the shares. The valuer determined the fair price of the share of ₹ 10/- each at ₹ 174.82 per share and at this fair price, the total consideration for 1000 shares would come to ₹ 174820/-. The petitioner desired to file objections on the valuation report and on given liberty, filed an application challenging the valuation. The application was heard on 22.7.2009. Ms. Rai appearing for the petitioner, other than submitting that the valuation was wrong, was not able to substantiate her ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said amount, the 1000 shares of the petitioner shall be deemed to have transferred to the 2nd respondent, who will rectify the register of members of the company by removing the name of the petitioner and inserting his name in respect of the 1000 shares. 3. The petition is disposed of in the above terms. (emphasis supplied) 3. Ms. Malavika Rajkotia, learned counsel for appellant submits that the valuation is entirely based on a report furnished by M/s. Vipin Aggarwal, Chartered Accountant, who in turn has not observed principles of natural justice inasmuch as no opportunity of hearing was given to the appellant. 4. Ms. Rajkotia further submits that the basis of the valuation should have been the Balance Sheet as on 31st March, 2005 and not 31st March, 2008. She states that the respondent with an intent to reduce the share valuation, deliberately under-estimated the assets and over-estimated the losses in the Balance Sheets that were finalized between the years 2005 and 2008. In this connection, she relies upon the Profit and Loss Account and the Balance Sheet for the year ended 31st March, 2006 at pages 167 and 168 of the paper book as well as the investment schedu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of parties, his decision cannot be challenged in the present proceedings. In this connection, he relies upon the judgment of the Bombay High Court in Dr. Vijaypat Singhania Ors. vs. Hari Shankar Singhania Ors. 2009 (6) Bom. CR 303 and Ashwin Vanaspati Industries vs. Commissioner of Income-tax, (2002) 255 ITR 26 (Guj), wherein it has been held as under:- A. In Dr. Vijaypat Singhania Ors. vs. Hari Shankar Singhania Ors. (supra):- 44. The submission with regard to the valuation of the property in the present facts and circumstances, is unacceptable, as admittedly the valuer was appointed by the consent of the parties and before preparing the report the valuer had taken note of the rival submissions of the parties, as agreed. It is final and binding. And once the valuer report is filed, I see that there is no reason now, to allow the petitioners to reopen the issue of cross examination, as to the valuation of the property, again in the present Petition. The issue was concluded. It has been decided rightly by the Arbitrator in view of agreement dated 20/03/2007. 45. Once the report is placed on record the Arbitrator has accordingly distributed the property, I am not in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y me to determine the fair value of shares. Accordingly, I appointed M/s. Vipin Aggarwal, Chartered Accountants tel. No.9810128254, 011-41552060 to determine the air price of these shares on the basis of the balance sheet as on 31.3.2008. Both the sides will be at liberty to make both oral/written submissions before the valuer company will negotiate the fee payable to the valuer and pay the same. The valuation report should be submitted by 31.3.09. 12. In the opinion of this Court, it is not open to the appellant now to wriggle out of the consent given by her for appointment of M/s. Vipin Aggarwal as well as for determination of the share price as on 31st March, 2008. In fact, the appellant-petitioner is estopped from now contending to the contrary. The conclusion of the CLB that the appellant-petitioner cannot go back out on its consent‟, is correct and the same calls for no interference. 13. In the opinion of this Court, the determination of an expert valuer like the one appointed by the CLB for determination of share price should not to be lightly interfered with. 14. It is settled law that if a valuer honestly and in good faith fixes a value, then both the part ..... X X X X Extracts X X X X X X X X Extracts X X X X
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