Decided on August 19,2016

IN RE Appellant


- (1.)Company Petition No. 7/241, 242, 244 and 246/NCLT/MB/MAIty 2016
When the petitioner moved this company petition under sections 241, 242, and 246 of the Companies Act, 2013 for interim restraint orders against the EOGM scheduled to be held on 11.7.2016, i.e., today, for removal of the petitioner as director of the company, this bench, having seen R1 company incorporated with three partners as shareholders each with 33% shareholding and with small establishment, suggested both the parties for a settlement by one exiting from the company. On this suggestion, the petitioner and respondents 2 and 4 agreed for the respondents to take exit from the company on valuation of shares taking into consideration of the monies invested and taken from the company by either party that is the petitioner and the respondents as well.

(2.)The petitioner and R2 and 4 consented for disposal of the company petition on the terms as mentioned below:
1. That the parties agreed for appointment of Shri Rajesh Kumar Modi and Associates, Chartered Accountants, as valuer to value the shareholding of each of these parties within 15 days herein. The parties shall pay remuneration as agreeable to the valuer in proportion to their respective shareholding. Valuer is at liberty to take assistance of the property valuer of its choice to value the assets of the company.

2. That auditor shall audit the company since incorporation of R1 company by ascertaining how much money was put in the company by each of these groups from the company and not shown in the records of the company or shown in the accounts, and not used for the company. If any additional money, apart from the paid up capital showing in the company, was put in by any of the parties, it shall be shown as credit against the company, if any money of the company is showing as drawn by any of the parties and used for themselves, then such money shall be shown as owned to the company by the respective party. The valuer shall take into consideration the stocks gone out of the company and credited to their personal accounts or their personal business entities.

3. That since the petitioner, taking over the company, is in minority, he will nominate persons of his choice as two directors from his side apart from himself. R2 and R4 will also continue as directors until full consideration receivable by R2-4 is paid to them by the petitioner.

4. That the road passing through R1 company land to the company, namely, Ram Metal (P) Ltd. run by R2 and R4 shall be valued and on such valuation, R2 and 4 shall pay 50% of its valuation to have joint rights on the said road to reach to R2 and R4's company. For still there being fifty percent right to R1 over the said land even after payment of 50% of the valuation of the road, R1 and R2-4 will have joint proprietary rights over the said road, but the right above prescribed in favour of R2-4 shall not be interfered by the petitioner or by his agents. This 50% payment to the right over the said road shall be adjusted in the money that is receivable by R2-4 after valuation.

5. That R2-4 shall hand over the company assets, stock if any, plant and machinery of the company to the petitioner on 12.7.2016 and the same shall be put in writing disclosing delivery of the land, plant and machinery and inventory if any to the petitioner.

6. That the petitioner shall pay consideration to R2-4 to take exist from the company based on valuation given by valuer within 6 equal monthly installments and first installment shall be made within 15 days from the date valuer has filed his report before this bench, and the subsequent five payments shall be paid on or before 7th of every month.

7. That the petitioner shall, hereafter, pay the bank installments of R1 company, and he shall discharge R2 from the personal guarantee given to the loans taken for R1 company within 30 days hereof.

8. That R2, R3 and R4 shall deposit share transfer forms before this bench on the day of first installment received by the R2 and R4. On the day of paying first installment, the parties shall file company application for deposit of transfer forms and for receipt of first installment.

9. That the petitioner will sell the stock lying with the company and pay the same towards consideration receivable by R2 to R4 towards their shareholding. This shall be sold on intimation to R2-4, R2-4 are at liberty to present when sale takes place.

10. The petitioner shall provide post dated cheques to R2-4 towards consideration receivable by R2 to R4 as per valuation given by the valuer within 10 days of filing valuation report.

11. The petitioner shall not alienate or create any third party rights over the assets of the company until full payment is made to R2 to R4.

(3.)This bench, accordingly, disposed of Company Petition No. 7 of 2016. Both the parties are at liberty to apply.

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