Galaxy Cinema Pvt. Ltd. & Ors vs Indiraben Wd/O Vinodrai Hirjibhai ...

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) NO.194 OF 2025 In the matter of: Galaxy Cinema Pvt Ltd & Ors Appellant. Vs Indiraben, Wd/o Vinodrai Hirjibhai Kansagra & Ors Respondent For Appellant:Mr Amar Dave, Sr Advocate, Mr Karan Valecha, Mr Bhavesh Choksi, Ms Khbushboo S Khurana, Ms Shivangi Khandelwal, Advocates. For Respondent:Mr Navin Pahwa, Sr Advocate, Mr Sunil Fernandes, Sr Advocate, Mr Mahesh Agarwal, Mr Rishi Agarwala, Mr Rohan Talwar, Ms Geetika Sharma, Mr Chirag Nayak, Ms Muskan Surana, Advocates for R1. ORDER

HYBRID MODE 27.08.2025: This appeal is filed against the judgement dated 07.08.2025 passed

by the Ld. NCLT, Ahmedabad in CP/1(AHM)/2023. Vide the impugned order

dated 07.08.2025 the following directions have been given by the Ld. NCLT:

a) To assess the concerned land's market value as of 13.07.2020, by appointing two independent valuers, with a report due within 45 days from the date of appointment by this Tribunal.

(b) The Petitioner as well as the Respondents No. l to 8 shall propose three qualified individuals or firms duly registered with IBBI by 18.08.2025 with no prior association with the parties, failing which, the Tribunal shall appoint an independent valuer duly registered with IBBI, who shall assume charge forthwith upon appointment.

(c) The cost of the audit and the fee of the Valuers shall be initially bon1e by the Respondent No.1 Co. and in absence of the funds with the company by the petitioner and the respondents no. 1 to 8 equally. The parties shall deposit their 2

respective shares of the estimated costs into an escrow account maintained by the Respondent No. 1 Co. within 15 days of the valuers' appointment. Any disputes regarding cost allocation shall be referred to the Tribunal for resolution.

(d) The parties shall maintain the status quo on 40 units (30,000 sq. ft. actual covered area, excluding common areas) per the Supreme Court's orders.

(e) Meanwhile, no removal of Respondent Nos. 5 to 8 as directors pending investigation, but they are restrained from undertaking major transactions without Tribunal approval.

(f) The Company Petition is kept pending for final hearing and relief post-submission of investigation and valuation reports. {g) In view of the foregoing findings and directions orders of the Honb1e Supreme Court, IA No. 12 of 2023 has become infructuous and hence dismissed accordingly.

2. The learned senior counsel for the appellant referred to the list of dates to

show the appellant was aware of the intention to sell of the only property of the

company, way back in the year 2019 itself when a notice for convening of Board

Meeting dated 23rd March, 2019 was received by the deceased husband of

Respondent NO.1 alongwith the minutes of the Board Meeting dated 23.02.2019

authorising appellants to operate bank account and to control the business of

the company and to deal with the property of the company. Further he referred

to the fact on 13.07.2019 the husband of Respondent No.1 had also received a

notice for convening of EOGM to remove him as a director pursuant to

requisition received from the Members of the Company and a similar notice was

issued in Galaxy Enterprises where deceased was holding shares. It is submitted

the deceased husband of Respondent No.1 very well knew of intention of the

company to dispose off its only asset in the year 2019 itself and when the 3

Respondent No.1 or her deceased husband was pursuing his/her legal remedy

against M/s Galaxy Cinema Enterprises, they could very well question the notice

issued on 15.03.2019 relating to sale of the property of the company, but did not

take any steps till the year 2022, when Respondent No.1 filed this Company

Petition. However, admittedly now the issue remains qua the valuation of the

subject land as on 13.07.2020 when the sale deed was executed by appellants 1

to 8 in favour of Respondent No.2 of the subject land.

3. After hearing the arguments, the learned senior counsel for the appellant

submits he shall be satisfied in case the registered independent valuers, so

appointed per para 33 of the impugned order should consider the market

conditions of the year 2020 viz Covid period etc. Perhaps this shall be in the line

of what is stated in para 20.4 of the impugned order itself where the Ld. NCLT

was also of the view the valuation report so provided by the appellants does not

cite comparable sales like commercial property, location of property, size, period,

market potential of land as on 13.07.2020 and it was for this reason valuation

report submitted by the appellants was rather rejected by the Ld. NCLT

4. Thus we find from the impugned order, the Ld. NCLT has already raised

concern to assess the value of the land, its market value as of 13.07.2020 (i.e.

during the Covid period) and consideration of market rates of similarly situated

properties during the such period, if available.

5. Thus we are not inclined to set aside the order of the Ld. NCLT, but we say

the valuers must consider the facts stated in paras 3 and 4 above. Hence this 4

appeal is disposed of in terms of above and by keeping all rights and contentions

open for all the parties before the Ld., NCLT. Lastly one of the contention raised

was the Ld. NCLT had finally adjudicated the matter at an interim stage, hence,

we request the Ld. NCLT to apply its mind afresh, while finally disposing of the

company petition and be not influenced by its impugned order.

6. This appeal is accordingly disposed of.

7. Pending applications, if any, are also disposed of.

(Justice Yogesh Khanna) Member (Judicial)

(Mr.Ajai Das Mehrotra) Member (Technical) Bm/md