Document Fragment View

Matching Fragments

"41. The appellant has on the basis of section 634A of the old Act stressed that this was an order required to be treated as a decree made by court in a suit pending. We have already noted the judgments relied on by the appellant but when we examined this order of the Company Law Board, it could be seen that the Company Law Board had itself directed the valuer to determine the fair valuation of the shares within a period of 30 days and "thereafter" the valuer was required to hear objections, if any, of both the parties within 15 days and "thereafter" submit final valuation report to the original respondent No. 1-company, to the petitioners and to the Company Law Board within further period of 15 days from the hearing of the objections of the parties. It was not an order which stated that the valuation report of the valuer, once submitted, shall be treated as final and the petitioners shall transfer their shares to the respondents without demur. When the valuation report is prepared and submitted, the party had a right to address the Company Law Board/National Company Law Tribunal to either accept the report or question the valuation and manner of valuation. Apparently, the order dated April 1, 2011 required further application of mind on the part of the National Company Law Tribunal with regard to the valuation report on its receipt. The execution which this order dated April 1, 2011 required was that the valuer should give the report which was done. The further binding part of the report is on the respondents-original petitioners that they are to go out of the company on receipt of fair valuation. The respondents-original petitioners have not backed out from this willingness recorded in order dated April 1, 2011. But then, they do have a right to address the National Company Law Tribunal whether the valuation report is correct. We discard the argument of counsel for the appellant that it was merely an executing court and should have enforced the valuation report as it is. If this was to be accepted, it would mean that once valuation report is received, it should be accepted as it is or rejected as a whole. It would amount to putting fetters on the powers of the Tribunal. There is no section shown under the new Act with wordings like section 634A of the old Act. In fact, even under the old Act, proviso inserted in section 634A vide section 124 of the Act 11 of 2003 mentioned that: