Karnataka High Court
Pradot Technologies Private Limited vs Sri T P Prabhakaran on 4 September, 2014
Bench: N.Kumar, Rathnakala
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 4TH DAY OF SEPTEMBER 2014
PRESENT
THE HON'BLE MR. JUSTICE N. KUMAR
AND
THE HON'BLE MRS. JUSTICE RATHNAKALA
COMPA No.5 / 2014
BETWEEN:
1.PRADOT TECHNOLOGIES PRIVATE LIMITED
A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956
REP. BY ITS M.D. MR. MURUGEVELU SELVAN
AND HAVING ITS REGISTERED OFFICE AT PLOT NO.110-P, Q & R,
ELECTRONIC CITY
INDUSTRIAL COMPLEX
PHASE 1
BANGALORE 560 100
2.DR M S MURALI
S/O LATE M S SARANGAPANI
MUDALIAR
AGED ABOUT 70 YEARS
RESIDING AT 12610
SHOREVISTA DRIVE
INDIANAPOLIS
IN 46236 UNITED STATE OF AMERICA
2
3. SRI MURUGAVEL SELVAN
S/O LATE A SIVAN ARUL SELVAN
AGED ABOUT 49 YEARS
RESIDING AT OLD NO.27
(NEW NO.38A/1)
II MAIN, KASTURBANAGAR
ADYAR, CHENNAI 600 020
4.SRI ARUN MURALI
S/O DR M S MURALI
AGED ABOUT 40 YEARS
RESIDING AT #833, SKIPJACK DRIVE
INDIANAPOLIS
IN 46236
UNITED STATES OF AMERICA ... APPELLANTS.
APPELLANT NO.1 IS GPA HOLDER OF APPELLANT Nos.2 to 4
(BY SRI A MURALI FOR M/S.A. MURALI J SAGAR ASSTS., ADV.)
AND :
1.SRI T P PRABHAKARAN
S/O LATE T PRAKASAM
AGED ABOUT 48 YEARS
RESIDING AT 1011
12TH MAIN, 5TH ROSS
SUNDAR RAM SHETTY NAGAR
BILEKAHALLI
BANGALORE 560076
2.SMT ANITHA PRABHAKARAN
W/O T P PRABHAKARAN
AGED ABOUT 46 YEARS
3
RESIDING AT 1011
12TH MAIN, 5TH CROSS
SUNDAR RAM SHETTY NAGAR
BILEKAHALLI
BANGALORE 560 076
3.SRI R RAGHUNATH
S/O N S RAMANATHAN
AGED ABOUT 43 YEARS
RESIDING AT
WAGNERSTR 17
WEINHEIM
GERMANY 69469
4.SMT NALINA SIVAKUMAR
W/O R SIVAKUMAR
AGED ABOUT 40 YEARS
RESIDING AT
FLAT 102, 'LIFE IS BEAUTIFUL'
2 APARTMENTS, 30TH CROSS
4TH T BLOCK
JAYANAGAR
BANGALORE 560041
5.SMT SHASHI KALA VAMANAN
W/O A VAMANAN
AGED ABOUT 63 YEARS
RESIDING AT SARAYU
24, ALAGESAN ROAD
VEDACHALAM NAGAR
CHENGLEPUT 603001
TAMIL NADU
6.SRI A VAMANAN
S/O O V ALAGESAN
AGED ABOUT 73 YEARS
RESIDING AT SARAYU
24, ALAGESANR OAD
VEDACHALAM NAGAR
4
CHENGLEPUT 603001
TAMIL NADU
7.SRI K N V RAGHAVAN
S/O C NARASIMHAN
AGED ABOUT 56 YEARS AND
RESIDING AT CHARTERED KUTEER
14, M N KRISHNA RAO ROAD
BASAVANGUDI
BANGALORE 560 004
8.SRI VIJI JAYARAMAN
W/O V GANESH
AGED ABOUT 48 YEARS AND
RESIDING AT
FLAT NO.20506
WILLOW BLOCK
INDHU FORTUNE APARTMENTS
KPHB PH - 13, KUKATPALLY
HYDERABAD 500072
9.DR C R PARAMESH
S/O C R RAMAKRISHNAN
AGED ABOUT 83 YEARS
RESIDING AT
10310, DONLEY DRIVE
IRVING, TX-75063
UNITED STATES OF AMERICA
10.SMT VIDYA LAKSHMI BHAT
W/O V UMASHANKAR BHAT
AGED ABOUT 46 YEARS
RESIDING AT 04-02
BLOCK-11, WATERSIDE APARTMENTS
11, TAN JONG RU ROAD
SINGAPORE 36986
11.SMT INDHU RAMARAO
W/O BALAJI V RAMARAO
5
AGED ABOUT 53 YEARS
RESIDING AT 245 PHASE I
ADARSH PALM MEADOWS
VARTHUR MAIN ROAD
RAMAGONDANAHALLI
BANGALORE 560066
12.MURALI FAMILY LLP
A LIMITED LIABILITY PARTNERSHIP COMPANY
HAVING ITS PLACE OF BUSINESS AT 12610
SHOREVISTA DRIVE
INDIANAPOLIS, IN 46236
UNITED STATES OF AMERICA
13.GROUP ONE HEALTHSOURCE INC
A COMPANY INCORPORATED UNDER THE LAWS OF INDIANA
(UNITED STATES OF AMERICA) AND HAVING ITS MAIN OFFICE AT
#3219
EMERALD LANE, SUITE 1200
JEFFERSON CITY
MO 65109
UNITED STATES OF AMERICA ... RESPONDENTS
(BY SRI UDAYA HOLLA, SR. COUNSEL FOR
SRI VIVEK HOLLA, M/S. HOLLA & HOLLA, ADVS.
FOR R-1 TO R-11,
SRI C.K. NANDA KUMAR, ADV. FOR R-12 & R-13)
THIS COMPA IS FILED UNDER SECTION 10F OF THE
COMPANIES ACT, 1956, R/W SECTION 151 OF CODE OF CIVIL
PROCEDURE, 1908, PRAYING TO PASS AN ORDER SETTING ASIDE
THE ORDER DATED 23.04.2014 PASSED IN THE COMPANY
PETITION NO.62/2011 BY THE HON'BLE COMPANY LAW BOARD,
CHENNAI AND ETC.
THIS COMPA COMING ON FOR ADMISSION THIS DAY,
N. KUMAR, J., DELIVERED THE FOLLOWING: -
6
JUDGMENT
This appeal is preferred by the respondents before the Company Law Board seeking to set aside the order passed by the Company Law Board . As could be seen from the impugned order the Company Law Board suggested to the parties to settle the matter amicably. In pursuance of which the respondents offered to pay the petitioners Rs.92/- per share and purchase the shares. As against that, the petitioners made a counter offer willing to purchase the shares at Rs.245/- per share. As the parties are not agreeing on the valuation of the shares, the Court felt an independent valuer should value the shares. Accordingly, the Company Law Board appointed Shri N. Nityananda & Co., the Chartered Accountant, 76, 1st Floor, Ranga Rao Road, Shankarapuram, Bengaluru, to value the shares of the company. It is also made clear in 7 the order that the parties are at liberty to give their views within a period of two weeks, which they deem fit to the Chartered Accountants to arrive at a fair valuation and once valuation is submitted it would be final and binding on both the parties and even the Court would look into the valuation and proceed with the matter. The apprehension of the respondents is that once such valuation is given, it would be binding on them and their interest is going to suffer. That apart, their understanding of the order is that the respondents will have to sell the shares at the rate to be determined by the valuer. This apprehension of the respondents is misconceived. When the Company Law Board says it is binding on both the parties then it is binding on them, if they do not challenge the said finding. If they are aggrieved, they are at liberty to challenge it. No where in the order it is said that the respondents have to purchase or sell at the rate to be fixed by the valuer. The 8 Court has made it clear that it will proceed with the matter if the valuation made by the valuer is aggreable by both the parties.
2. In that view of the matter, we do not see any grounds to interfere at this stage to decide the rights of the parties. The appeal is premature, accordingly it is dismissed.
Sd/-
JUDGE Sd/-
JUDGE NG*