Calcutta High Court
Binod Kumar Kasera vs Nandlall & Sons Tea Industries (P) Ltd on 12 March, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
APOT No. 97 of 2010
ACO No. 22 of 2010
&
APOT No. 98 of 2010
ACO No. 23 of 2010
IN THE HIGH COURT AT CALCUTTA
Civil Appellate Jurisdiction
ORIGINAL SIDE
BINOD KUMAR KASERA
Versus
NANDLALL & SONS TEA INDUSTRIES (P) LTD.
For the Appellant : Mr. Utpal Bose, Advocate
For the Respondent : Mr. Debangsu Basak, Advocate
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE Date : 12th March, 2010.
The Court : The applications and the proposed appeals are in connection with a common order passed by the Company Law Board, Principal Bench, New Delhi in independent proceedings filed by the aspiring appellants under Section 235 of the Companies Act and under Sections 397 and 398 of the Companies Act. The Company Law Board found that no case had been made out for directing an investigation and it also found that no case of oppression or mismanagement had also been established. However, to bring an end to the warring within the company, 2 the Company Law Board directed the aspiring appellants to sell out their shareholding in the company to those in management at a price of Rs.500/- per share. The Company Law Board has also given liberty to the controlling shareholders to sell their shares to the aspiring appellants herein at the same price.
The controlling shareholders have preferred two independent appeals which have been admitted and are numbered as ACO No. 55 of 2009 and ACO No. 56 of 2009.
The controlling shareholders and the petitioners in the two sets of proceedings before the Company Law Board are agreed that the shares of and in the company may be valued. It appears that the controlling shareholders are not disinclined to buy out the petitioners in the Company Law Board proceedings but they complain of the price that has been fixed by the Company Law Board and suggest that such price had been arrived at without any basis and relying only on the submission made by the petitioners at the Company Law Board.
The petitioners before the Company Law Board suggest that the order discloses a basis and, in any event, their submission before the Company Law Board as to the valuation of the share price was based on the balance sheets and other figures relating to the company's accounts. 3
Mr. Sashi Agarwal, an empanelled auditor, is appointed for the purpose of valuing one share of the company as at March 31, 2003 and also as at March 31, 2009.
The company will pay an initial ad-hoc amount of Rs.25,000/- to the chartered accountant for the purpose of the chartered accountant travelling to the tea garden of the company in Assam, if necessary, and other incidental expenses.
The parties agree that the petitioners before the Company Law Board proceedings will pay one-third of the chartered accountant's final bill and the company will bear the balance expenses.
Let the four sets of matters appear on April 30, 2010. The valuer's report should be completed and copies thereof forwarded to Advocates representing the company and Advocates representing the petitioners in the Company Law Board proceedings by April 23, 2010.
Urgent certified photocopies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) sg.