23/02/2023
ITEM NO.27 COURT NO.5 SECTION XVII
S U P R E M E C O U R T O F I N D I A
RECORD OF PROCEEDINGS
Petition(s) for Special Leave to Appeal (C) No(s). 12693/2018
(Arising out of impugned final judgment and order dated 02-04-2018
in CA No. 03/2014 passed by the High Court Of Jharkhand At Ranchi)
INDICA COMPOSITE PRIVATE LTD
THROUGH BOARD OF DIRECTORS & ORS. Petitioner(s)
VERSUS
NAND KUMAR SINGH Respondent(s)
Date : 21-02-2023 This petition was called on for hearing today.
CORAM : HON'BLE MR. JUSTICE AJAY RASTOGI
BHON'BLE MS. JUSTICE BELA M. TRIVEDI
For Petitioner(s) Mr. Anurag Dubey, Adv.
Ms. Anu Sawhney, Adv.
Mr. Bhupendra Kumar Bhardwaj, Adv.
Mr. Satpal Wadhwa, Adv.
Ms. Anjali Tiwari, Adv.
Ms. Divya Bhardwaj, Adv.
Mr. S. R. Setia, AOR
For Respondent(s) Mr. Akhilesh Shrivastava, Adv.
Mr. Abhigya Kushwah, AOR
Mr. Akash Sharma, Adv.
Mrs. Sunita Yadav, Adv.
Mr. Pradeep Kumar Dubey, Adv.
Mr. Siddharth Rajkumar Murarka, Adv.
UPON hearing the counsel the Court made the following O R D E R
The present petition is directed against the order passed by the Company Judge dated 02.04.2018 reversing the finding recorded
by the Company Law Board under its order dated 24.09.2013.
We have heard learned counsel for the parties.
After going through the record, we are of the view that theorder passed by the Company Judge dated 02.04.2018 is not legally sustainable in law. However, while affirming the order of the Company Law Board, we consider it appropriate that the
valuation/shareholding of 23% shall be considered on the AnnualReturn for the financial year 2009-10 and, at the same time, theadvance payment of Rs.1,10,14,188.58 shall be made over to the
respondent, of which reference has been made by the Company Law
Board under its order with interest @ 12% per annum to be computedfrom 01.04.2009 until the actual payment.
So far as the appointment of approved valuer is concerned, theparties are at liberty to approach the High Court for seeking
necessary orders.
With the aforesaid modification in the order of the CompanyLaw Board dated 24.09.2013, the special leave petition standsdisposed of.
Pending application(s), if any, stands disposed ofaccordingly.
(NAND KISHOR) (ASHWANI KUMAR)
BRANCH OFFICER ASTT. REGISTRAR-cum-PS
It was a battle of nerves yesterday before Hon'ble Supreme Court & all the moral layers of the case fully exposed. This matter came to me in 2012 and I appeared before CLB, Hon'ble High Court & Supreme Court.
CLB had granted my client exit option with 23% shares and ₹1.10 crore on a bogus valuation. Hon'ble High Court granted 79% shares and restored his directorship & his control & manangement. Hon'ble Supreme Court disagreed that my client could not have been exited from the company though that was observed by the Hon'ble High Court on consideration of hard interpretation of Companies Act. When Hon'ble Justice remarked he disagreed with Hin'ble High Court order I immediately realised the Hon'ble Supreme Court was adjudicating on the basis of preponderance of probabilities than Companies Act. I said, "Then I leave that to your lordship". Hon'ble Justice smiled & remarked being eldest you sacrifice even though your brothers have become richer out of your money without making any investment. How much should I sacrifice, I inquired. Hon'ble Court knew my client had agreed for 50% during mediation. But Hon'ble Court also knew it could not legally grant 50%. So it offered me to chose the date on which the valuation of shares was maximum. I chose. It also asked me to offer the rate of interest which compensated me substantially. I left it to your lordship.
What is the moral of story?
1. If you are going before Hon'ble Supreme Court for a remedy under Companies Act you must have an alternative argument under civil law. Its difficult to argue Companies Act before all benches of Hon'ble Supreme Court;
2. Companies Act gives an idea how to get practically under civil law what you theoretically lose under Companies Act;
3. The Indian Judiciary is in the abyss but still fraudsters have a life of 10 - 15 years. You can cheat and misappropriate others' money plunder and splurge but after 15 years you be ready to land up in jail.