Sanil Kumar Mukundray Suthar vs Gaurav Soni
- CitationCompany Appeal (AT) No. 80 of 2025
Ratio decidendi
The rule this decision rests on
Where a tribunal directs a valuation of shares on the basis of a particular audited balance sheet, that direction must be confined to the base year actually sought by the parties in their petition; a valuation direction at variance with the relief claimed, made without hearing the parties on that aspect, cannot stand, and the question of which base year governs the exit valuation is to be determined afresh by the Adjudicating Authority on submissions from both sides. Costs imposed for non-compliance with a direction to file financial statements cannot be sustained at the level imposed where the direction does not clearly specify which years' statements were required to be filed; in such circumstances the cost is reduced to a figure proportionate to the default and the adjournments actually attributable to the party.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Chamunda Pharma Machineries Pvt. Ltd. ...Appellant(s)
Versus
Gaurav Soni & Ors. ...Respondent(s)
Present: For Appellant : Mr. Nikhil Sakhardande, Sr. Advocate with Mr. Malak Bhatt, Ms, Neeha Nagpal, Advocates. For Respondents : Mr. Arjun Seth, Advocates. WITH Company Appeal (AT) No. 81 of 2025
IN THE MATTER OF:
Sanil Kumar Mukundray Suthar ...Appellant(s)
Versus
Gaurav Soni & Ors. ...Respondent(s)
Present: For Appellant : Mr. Nikhil Sakhardande, Sr. Advocate with Mr. Malak Bhatt, Ms, Neeha Nagpal, Advocates. For Respondents : Mr. Arjun Seth, Advocates. ORDER
(Hybrid Mode) 02.04.2025: These two appeals are filed against the order dated
06.03.2025. The Company Appeal (AT) No. 80 of 2025 challenges the
imposition of cost of Rs.5 lakhs upon the appellant company on the ground
the appellant has not been appearing in the matter and has not filed financial
statements as directed.
2. It is the submission of the Ld. Sr. Counsel for the appellant that the
counsel for the Respondent No. 1 has been appearing on various dates and
he appeared on 07.11.2024, 05.12.2024 and 20.01.25 when the matter was -2-
adjourned due to paucity of time, but however on 06.03.2025, vide the
impugned order, the Respondent No. 1 was directed to pay a cost of Rs.5 lakhs
on the ground respondent no. 1 had not complied with the earlier order dated
25.04.2024 wherein the Respondent no. 1 was directed to file the financial
statements.
3. It is the submission of Learned Sr. Counsel for the appellant the order
dated 25.04.2024 is not clear as to of which years' such financial statements
were required to be filed. Further it is argued the respondents no. 1 to 4 in
company petition had sought for an exit option on the basis of valuation of
the year 2012 and prayer is also made in the said company petition in this
context, but without hearing on the aspect, the Ld. NCLT vide its impugned
order had also appointed a Valuer, approved by the IBBI, to submit a
valuation report on the share value of the company based on its last audited
balance sheet.
4. It is the submission of Learned Sr. Counsel for the appellant this
direction also they have challenged since the Respondents No. 1 to 4 have
themselves have sought valuation of the year 2012 and the financial
statements of the year 2012 were already on record, as filed by the
Respondents No. 1 to 4 themselves.
5. In any case, the Learned Sr. Counsel for the appellant submits they are
even inclined to file financial statements of the appellant company w.e.f. 2010
till 2024 (upto date) within two weeks from today. Now since the direction in
the impugned order qua valuation of shares on the basis of its last audited
balance sheet is admittedly at variance with the prayer sought by -3-
Respondents No. 1 to 4 in their company petition, hence such direction is set
aside with liberty to both sides to argue before the Ld. NCLT to determine as
to which base year qua exit option needs to be adopted by the Ld. NCLT.
6. Thus, in view of the circumstances explained above, the direction viz.
'the Adjudicating Authority could appoint a valuer approved by the IBBI
to submit his valuation report on the share value of the company based
on last audited balance sheet and the assets available to meet its
liabilities' is set aside and now both the parties may submit their arguments
afresh before the Ld. NCLT, as to how the share needs to be valued and which
year be taken as a base year. Further we have also gone through the order
sheets right from 21.11.2022 and we find most of the time the adjournments
were due to paucity of time but in any case, admittedly the financial
statements were though not filed by the appellants since 25.04.2024 but in
view of the fact it is not clear as to financial statements of which of the years
were required to be filed by the appellant, we reduce the cost from Rs.5 lakhs
to 50,000/-, to be deposited in the manner, as is directed in the impugned
order within two weeks from today.
7. Both these appeals are thus disposed of in terms of the above. Pending
application(s) are also disposed of.
[Justice Yogesh Khanna] Member (Judicial)
[Mr. Ajai Das Mehrotra] Member (Technical)
R.N./Manu.
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