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TMI Blog2022 (1) TMI 1137X X X X Extracts X X X X X X X X Extracts X X X X ..... ellant was ready to accept the Order given by the first Respondent and a direction was issued to both the parties to file a Joint Affidavit indicating the terms of which they seek to settle the matter jointly. As no settlement was arrived at, despite the fact that the first Respondent wanted to put an end to the dispute, being a Senior Citizen filed an Affidavit that he was ready to sell the share at an average value of the shares as per the Order dated 27.09.2019 and ready to purchase the shares at 5% higher value than the average value of shares as per the Order dated 27.09.2019. Despite an opportunity given to the Appellant to submit their offer in a sealed cover before NCLT, the Appellants refused to do so. Dissatisfied with that direction, they had approached this Tribunal and further delayed the proceedings on the ground that settlement talks were going on . Taking into consideration the factual matrix of the matter and that 3 years has lapsed, since the Impugned Order was passed,5 years has passed since the main petition dated 13.04.2017 has attained finality, to avoid any further delay, to put an end to this family dispute, and further having regard to the fact that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company at mean value of two independent valuers' reports of real estate appointed by both the parties before the charted accountants appointed by this Tribunal which as per his submission comes to ₹ 1247.27 per equity share of Respondent No. 1 Company. Further, the Applicant also confirmed that he is ready to sell at mean value and ready to purchase at 5% above the mean value which comes to ₹ 1309.63 per share. 12. In the Valuer report dated 26th February, 2018, the Independent Valuer has considered and placed on record, the Valuation reports of the Government approved Valuers appointed respectively by the Petitioner and the Respondent No. 1 to 5 for considering the valuation with the three immovable properties of the Respondent No. 1 in proper determination of fair value of equity share of the Respondent No. 1 Company viz. a. Three Valuation reports dated 23rd January, 2018 of Mokani Nagin N. (Property Valuer No. 1 appointed by the Respondents) for each of the three commercial shops of Respondent No. 1. b. Consolidated Valuation report dated 5th February, 2018 issued by Mahesh S Patwa (Property Valuer No. 2 appointed by the Petitioner) for all the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er arrived at a valuation of ₹ 1900 per share based on conjectures and surmises; that the Appellant Company has only three assets; that the Appellants are ready and willing to purchase the shareholding of the first Respondent at ₹ 426.38 per share or at any price which may be determined by this Tribunal; though the Appellants did not challenge the Order dated 27.09.2019, the Appellants had in compliance of the Order dated 27.09.2019 filed detailed Written Submissions in which they have not only brought on record their clear intent to purchase the share of the first Respondent but also put forth their submissions that in terms of the Order dated 13.04.2017, the first Respondent cannot be allowed to purchase the shares of the Appellant group; that the valuer appointed by the first Respondent has arrived at the value based on unsubstantiated evidence and it is repeated that the Appellant s group is ready and willing to purchase the shares of the first Respondent as determined by the Independent Valuer appointed by the NCLT or any other valuation as may be determined by this Tribunal. 3. It is the case of the first Respondent that the Appellant has no locus standi to fil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13.04.2017 passed by the NCLT under Sections 241/242 of the Act is reproduced as hereunder: 78. In view of the above said discussions and in view of the fact that the petitioner and respondents belongs to the same family, instead of straight away appointing an independent valuer to assess the value of shares, it is just and expedient to direct the petitioner and respondent no. 2 to 5 to come to an understanding regarding fair value of the shares of the first respondent company as on the date of filing of petition at which the same can be sold. Petitioner and his group persons, if they are willing, they can sell their shares to respondents as per the value fixed by mutual agreement. Respondents 2 to 5 shall purchase the shares of petitioner group for the mutually agreed value of shares. 79. In case no mutual agreement on the fair value of shares of the respondent company is arrived and the sale of shares did not complete within a period of 90 days from the date of this order, if he is willing to sell his Shares, he is at the liberty till file an application before this Tribunal to appoint an independent valuer to fix fair value of shares of the first respondent company as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he same Interim Application 251 of 2019 was never challenged and has attained finality. 8. It is relevant to mention that the Appellants have filed an Affidavit before CLB for implementation of MoU entered into 2012 seeking relief that the Appellants/Petitioner be directed to honour their obligation. It is an admitted fact that the MoU was never implemented as seen in para 53 of the final Order dated 13.04.2017. The Impugned Order dated 16.10.2020 has only given an opportunity to the Appellant to sell, have option, quote a face value. As the Order dated 27.09.2019 has attained finality and the Original Order which was appealed to by the Appellant, was dismissed by this Tribunal, we are of the considered view that the contention of the Learned Counsel for the Appellant that the NCLT was traversing behind the decree, is untenable. 9. This Tribunal while issuing Notice has observed in the Order dated 29.01.2021 that R-1 is ready to sell the shares at an average value of shares as per the Order dated 27.09.2019 and ready to purchase the shares at 5% higher value than the average value of shares as per the Order dated 27.09.2019 . Thereafter the matter was adjourned several times ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as not received any payment regarding the unsecured loan given to the Appellant. In reply to this learned counsel for the Appellant submits that Respondent No.1 wants to expand the scope of terms of settlement for which he is not allowed. Both the parties are given time to file the consent terms within ten days from today, failing which the case will be heard on merits. List the case on 2nd August 2021 for hearing/filing of consent terms. Both the parties are directed to file hard and soft copies of notes of submissions and convenience compilation at least one week before the next hearing date. (Emphasis Supplied) 10. It is clear from the aforenoted submissions that the Appellant was ready to accept the Order given by the first Respondent and a direction was issued to both the parties to file a Joint Affidavit indicating the terms of which they seek to settle the matter jointly. As no settlement was arrived at, despite the fact that the first Respondent wanted to put an end to the dispute, being a Senior Citizen filed an Affidavit that he was ready to sell the share at an average value of the shares as per the Order dated 27.09.2019 and ready to purchase the sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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