Surinder Kumar Virdi vs Beavers Leathers Pvt. Ltd. & Ors

Shri Surinder Kumar Virdi ...Appellant

Vs.

Beavers Leathers Pvt. Ltd. & Ors. ...Respondents

Present: For Appellant: - Mr. Saurabh Kalia, Advocate.

O R D E R

27.05.2019─ A decision was taken by the National Company Law Tribunal ("Tribunal" for short), Chandigarh Bench, Chandigarh, in Company Petition filed under Sections 397, 398, 402, 403 & 406 of the Companies Act, 1956 which was decided by the Tribunal on 19th January, 2017 by holding that the functioning of the company was totally in mess because of the distrust between the petitioner on the one hand and the Respondents on the other.

2. It was further held that it was just and proper to provide exit to the petitioner because 2nd and 4th Respondents jointly held majority of the shares in the company whereas the petitioner is a minority shareholder.

3. The order was challenged before this Appellate Tribunal in Company Appeal (AT) No. 92 of 2017 which was decided by this Appellate Tribunal on 21st July, 2017 with the followings directions:

(i) That the appellant be restored as director of

the R 1 company till he exits the company.

Contd/-...........

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(ii) That the respondent shall quote the

acquisition value per share to the appellant

within a period of one month.

(iii) That the appellant shall be given the right to

purchase the value of shareholding of R2 and

R3. However, to compensate the appellant

being minority shareholder having received

neither remuneration nor dividend, he shall be

given the 4 right to purchase the shareholding

of R2 and R3 at a discount of 10% to the

quoted rate.

(iv) The appellant shall exercise the above right

within 15 days from the date of

communication of the acquisition value by the

respondents and settle the accounts within 2

months from the date on which such right is

exercised.

(v) Further in case the appellant fails to provide

the amount of the value of shareholding of R2

and R3 as per the quoted amount or fails to

exercise his right within the above mentioned

period, then R2 and R3 shall have the right to

purchase the shareholding of the appellant as

Company Appeal (AT) No. 136 of 2019 -3-

per the quoted acquisition value.

(vi) However, this right of the respondentsha1l be

exercised and accounts settled within 2

months from the date of failure of the

appellant to exercise his right.

(vii) We further direct that with effect from the date

of passing of the judgment, the respondents

shall not draw the remunerations for future till

the accounts are finalised and either party is

provided exit from the R1 company, which

would be liable to be distributed among the

shareholders to the extent of shareholding of

the appellant and respondents no. 2 to 4. The

appellant and respondents shall not transfer,

lease or otherwise alienate any immovable

assets of the company during the

interregnum.

(viii) Further the tribunal is directed to reschedule

the date of listing according to the above

mentioned timeline and ensure that the order

of this appellate tribunal is implemented

properly."

Company Appeal (AT) No. 136 of 2019 -4-

4. The Tribunal thereafter, passed appropriate order after hearing the parties by impugned order dated 28th February, 2019.

5. Learned counsel for the Appellant submits that this Appellate Tribunal had directed to pay remuneration to the Appellant (Petitioner) which has been ignored. However, we are of the view that the direction has already been given by this Appellate Tribunal. It was not required for the Tribunal to reiterate the same as the direction was given to the party concerned.

6. In so far as interest is concerned, we are of the view that the Appellant cannot ask for any interest, in absence of any direction given by this Appellate Tribunal and the said matter cannot be re-agitated for deciding the issue afresh by this Appellate Tribunal which was decided on 21st July, 2017. The Tribunal was required to decide the matter within the four corners of the direction of this Appellate Tribunal given on 21st July, 2017 and not beyond the same.

7. For the reasons aforesaid, we are not inclined to interfere with the impugned order dated 28th February, 2019.

In absence of any merit, the appeal is dismissed. No costs.

The petition for delay though stand condoned. I.A. No. 1749 of 2019 stands disposed of.

(Justice S.J. Mukhopadhaya) Chairperson

(Justice A.I.S. Cheema) Member(Judicial)

(Kanthi Narahari) Member(Technical) Ar/g Company Appeal (AT) No. 136 of 2019