- (1.) Petitioners have filed CA 58 of 2015 and the Respondent No. 3 to 5 have filed CA No. 294 of 2015 raising several objections against the valuation report dated 4th February, 2015 of Shri Pankaj Jain, Auditor cum Valuer, submitted pursuant to the order dated 16.01.2014 of Company Law Board passed in CP. No. 110 (ND)/2009.
(2.) While disposing the Company Petition No. 110(ND)/2009, Company Law Board in its order dated 16.01.2014 raised the following issues: "a) Whether allotment of 1,42,200 shares made to the respondents themselves is valid. b) Whether R 2-5 diverted the funds of the company taken as loan from UBI Bank to the other companies managed and owned by these respondents as interest free loans is oppressive and prejudicial to the petitioners. c) Whether R 2-5 inflated project cost dealing transactions with some companies where the director's interest is lying and whether R 2-5 siphoned off the funds of the company in the name of advertisements. d) Whether R 2-5 diverted the booking amounts in the form of cash without showing them in the books of the company. e) Whether these respondents sold the assets of the company at under valuation. f) Whether these respondents siphoned off the funds of the company."
(3.) Company Law Board discussed all the aforesaid issues in its well - reasoned order dated 16.01.2014 and passed the following operative directions: "1. The allotment of 1,42,200 shares to the respondents is held invalid. 2. Mr. Pankaj Jain, Chartered Accountant, Mobile: 9810286606 is appointed as Auditor-cum-Valuer. I hereby direct the parties to pay remuneration as agreeable to him. The petitioner group and respondents group in proportion to their shareholding shall pay the remuneration to him. 3. This Bench has observed that these Respondents diverted the funds of the company interest free to other companies, and the persons close to them, therefore R 2-5 are directed to pay up the commercial interest accrued upon the loans given to the other companies until the loan amount is paid to the Bank by Respondent No. 1 company, as calculated by the auditor cum valuer appointed in this case. The Auditor, on inspecting the records, will calculate how much fund was given as interest free loan to other companies and others, then R 2-5 shall pay up interest over the said amount until the Bank loan of Respondent No. 1 company cleared. 4. I hereby direct the auditor-cum-valuer to inspect the records of the company to assess as to whether the respondents in the management sold or leased out the assets of the company at undervaluation, if so, calculate the same. I hereby direct R 2-5 to bring back the difference of amount undervalued to the till of the company. 5. I hereby direct the valuer to assess siphoning of the funds of the company by Respondents 2-5 in relation to the transactions and expenditure in development of the project. 8. I hereby direct the valuer to assess the value of the shares of the petitioner as on 31.3.2013 on asset-based valuation taking market value of the assets as on the dates the spaces sold out, as to remaining assets, assess the same as on 31.3.2013 taking the then market rates in the vicinity in to consideration, then provide exit to the petitioners. 9. I hereby direct the valuer to prepare valuation report within three months from the date order is made available. 10. I hereby direct the respondents 2-5 to pay up the value of the shares of the petitioners in two equal instalments, 1st instalment within 3 months and second instalment within six months from the date valuation report supplied to the parties. 11. I hereby reiterate the order dated December 23, 2011 passed by Honourable High Court of Delhi that the respondents shall not create third party rights over 20% of total saleable assets of Respondent No. 1 company until full payment is made to the shares of the petitioner. 12. The parties are liberty to apply.";