Supreme Court - Daily Orders
Syngenta India Limited vs Devinder Parkash Kalra on 28 February, 2023
Bench: S. Ravindra Bhat, Dipankar Datta
IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO. 1809 OF 2021
SYNGENTA INDIA LIMITED .....Appellant(s)
Vs.
DEVINDER PARKASH KALRA & ORS. ....Respondent(s)
WITH
CIVIL APPEAL NO. 1812 OF 2021
O R D E R
These appeals are directed against the judgment and order dated 5th March, 2021 of the National Company Law Appellate Tribunal, New Delhi (hereinafter referred to as “NCLAT”). The NCLAT had reversed the approval granted by the National Company Law Tribunal, Mumbai (hereinafter referred to as “NCLT”) on 27.10.2020 to the proposal initiated by the appellant (hereinafter referred to as “Syngenta”). The proposal was to reduce its issued, subscribed and paid-up share capital of the appellant - Syngenta by canceling and extinguishing in aggregate 3.59% of such total shares issued by it and held by the public shareholders. These shares had been earlier de-listed in Signature Not Verified Digitally signed by the stock exchange. The NCLT by its order took note of NEETA SAPRA Date: 2023.03.02 17:49:01 IST Reason: the proposal as well as the valuation reports submitted 1 in support of it by the Price Waterhouse & Co. LLP, Chartered Accountants ("PWC") and Haribhakti & Co. LLP ("Haribhakti") dated 25.10.2017 and 26.10.2017 respectively and held that the sum of ₹ 2445/- per equity share accepted by Syngenta’s Board of Directors and approved by majority of its shareholders, was in order.
The respondents before this Court appealed to the NCLAT which after considering all the materials, found fault with the order impugned before it on the reasoning that in view of the passage of time, the exercise of valuation had to be gone into afresh.
This Court has heard learned counsel for the parties and respondent in one of the appeals Mr. Piyush Dilipbhai Shah (who represents himself) at length. During the course of hearing the appellant, - Syngenta had offered that in view of the subsequent change in law which entailed tax deduction from dividends in the hands of shareholders, and the abolition of the Dividend Distribution Tax (hereinafter referred to as “DDT”) the company would be willing to bear the sum equivalent to 20.56% of the valuation accepted by the NCLT, to give a quietus to the matter. This offer is acceptable to the respondents (in both the appeals). On behalf of the company, it was also clarified that in view of the offer made to the respondents the entire class of public shareholders (i.e. 3.59% as they stood originally on the 2 date proposal was moved before the NCLT would also be entitled to the same benefit.
In view of these developments and the acceptance of the offer by the respondents, this Court hereby directs as follows:
1. Syngenta shall remit to all public shareholders (to 3.59% of the all shareholders) who were to be given the valuation accepted by the NCLT i.e. ₹ 2445 per equity share, a sum equivalent to 20.56% of the said amount (₹ 2445) within eight weeks from today. This direction would apply obviously to the respondents in these appeals who were also the appellant(s) before the NCLAT.
2. The impugned order is hereby set aside; the approval granted by the NCLT shall stand modified in terms of (1) above.
The appeals are partly allowed in the above terms. All pending applications are disposed of.
...................J. (S. RAVINDRA BHAT) ....................J 3 (DIPANKAR DATTA) New Delhi;
February 28, 2023 4 ITEM NO.36 COURT NO.13 SECTION XVII S U P R E M E C O U R T O F I N D I A RECORD OF PROCEEDINGS Civil Appeal No. 1809/2021 SYNGENTA INDIA LIMITED Appellant(s) VERSUS DEVINDER PARKASH KALRA & ORS. Respondent(s)
(IA No. 55903/2022 - PERMISSION TO FILE ADDITIONAL DOCUMENTS/FACTS/ANNEXURES and IA No. 65002/2021 - STAY APPLICATION) WITH C.A. No. 1812/2021 (XVII) (IA No. 68325/2021 - PERMISSION TO APPEAR AND ARGUE IN PERSON IA No. 65338/2021 - STAY APPLICATION) Date : 28-02-2023 These matters were called on for hearing today. CORAM : HON'BLE MR. JUSTICE S. RAVINDRA BHAT HON'BLE MR. JUSTICE DIPANKAR DATTA For Appellant(s) Mr. Aryama Sundram, Sr. Adv.
Mr. Gyanendra Kumar, Adv.
Ms. Shikha Tandon, Adv.
Mr. Robin Grover, Adv.
Mr. Zaid Drabu, Adv.
Mr. Jaffar Innayat, Adv.
M/S. Cyril Amarchand Mangaldas Aor, AOR For Respondent(s) Mr. Kausik Chaterjee, Adv.
Ms. Samriddhi, Adv.
Mr. Soumya Dutta, AOR Mr. Siddhant Upmanyu, Adv.
Caveator-in-person, AOR UPON hearing the counsel the Court made the following O R D E R The operative portion of the order reads as under:
“In view of these developments and the acceptance of the offer by the respondents, this Court hereby directs as follows:
1.Syngenta shall remit to all public shareholders (to 3.59% of the all shareholders) who 5 were to be given the valuation accepted by the NCLT i.e. ₹ 2445 per equity share, a sum equivalent to 20.56% of the said amount (₹ 2445) within eight weeks from today. This direction would apply obviously to the respondents in these appeals who were also the appellant(s) before the NCLAT.
2. The impugned order is hereby set aside; the approval granted by the NCLT shall stand modified in terms of (1) above.” The appeals are partly allowed in terms of the signed order.
All pending applications are disposed of.
(NEETA SAPRA) (MATHEW ABRAHAM) COURT MASTER (SH) COURT MASTER (NSH)
(Signed order is placed on the file) 6