MANU/NC/0477/2017

Equivalent Citation: [2017]139C LA410, [2017]203C ompC as265

IN THE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH
T.P. Nos. 203-A/2016, 203-B/2016, 203-C/2016 in TP No. 203/397-
398/NCLT/AHM/2016 (New) and C.A. Nos. 216/2016, 227/2014, 228/2014 in C.P.
No. 27/397-398/CLB/DL/1995 (Old)
Decided On: 09.06.2017
Appellants: J.P. Srivastava & Sons (Rampur) Pvt. Ltd.
Vs.
Respondent: Gwalior Sugar Company Ltd.
Hon'ble Judges/Coram:
Bikki Raveendra Babu, Member (J)
Counsels:
For Appellant/Petitioner/Plaintiff: Tasneem Ahmadi and Harsh Parekh, Learned
Advocates
For Respondents/Defendant: Ramesh Singh, Abhay Anand Jena, Prabha Prasad and
Vir Srivastava, Learned Advocates
NCLAT Status:
Judgment challenged vide MANU/NL/0168/2017 dated: 17.11.2017
ORDER
Bikki Raveendra Babu, Member (J)
Learned Advocate Mr. Harsh Parekh present for Petitioner. Learned Advocate Ms.
Prabha Prasad i/b Trivedi & Gupta present for Respondents No. 1, 3, 6, 7, 8 and 10.
Common Order on Applications pronounced in open Court. Vide separate sheet.
1 . Respondents 3, 6 and 7 filed CA 216 of 2015 re-numbered as TP 203/A of 2016
under section 634(A) of the Companies Act, 1956 read with Regulation 22 & 44 of the
Company Law Board Rules and Regulations 1991 seeking enforcement of the orders
dated 07.05.1996, 10.06.1996 and 18.01.1999 passed by Hon'ble Company Law
Board by way of direction to the petitioners (JKS Group) to return the original share
scripts along with blank transfer forms of the 5137 Nos. of equity shares, 1279 Nos.
of redeemable cum preference shares and the 63.50 Nos. irredeemable cum
preference shares to the applicants (respondents 3, 6 & 7) the value of which was
paid to the JKS group by way of encashment of bank guarantee of Rs. 3,09,56,250/-
2 . Petitioners (JKS Group) filed this application under Regulation 17 & 44 of the
Company Law Board Regulations 1991 to consider the impact of the subsequent
events on the value of the shares held by the petitioner group and compute additional
amount payable to the petitioner group.
3 . Company application 227 of 2014 (203-B/16) is filed by the petitioners under

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Regulation 17 & 44 of the Company Law Board Regulations 1991 seeking an order the
restraining the respondents Gwalior Sugar Company Ltd. and Gwalior Agricultural
Company Limited from barring or delaying release of 4759.69 acres of land that
allowed to be retained by the company by virtue of the order of the Additional
Commissioner dated 03.02.1998 on the same terms and conditions as contained in
the order dated 25.04.2011 of the Hon'ble Supreme Court.
4. The facts in brief that laid to filing of these three applications are as follows:-
5 . M/s. J.P. Srivastava & Sons (Rampur) Pvt. Limited & Ors., filed CP 27 of 1995
before the Company Law Board, Principal Bench, New Delhi under section 397 and
398 of the Companies Act, 1956 alleging the acts of oppression and mismanagement
in the affairs of Gwalior Sugar Company Ltd.
6 . During pendency of the proceedings before the Company Law Board, on
22.01.1996 the Company Law Board passed the following order:-
"In view of the close relationship between the parties, we suggested to the
counsel for both the sides that they should try to work out an amicable
settlement between the parties. The counsel have undertaken to do so. The
result of their efforts will be intimated to us on 20.02.1996 at 2.30 p.m."
7. Again, on 07.05.1996, the Company Law Board passed the following order:-
"It was agreed by the parties that the petitioners will sell their shares to the
respondents for a value per share to be determined by a valuer appointed by
us and the value will be binding on all the parties. The parties will approach
jointly reputed valuers and suggest an acceptable name for our approval on
30.05.1996 at 4.15 p.m."
8 . On 10.06.1996, with the consent of the parties CLB appointed M/s. Thakur
Vaidyanathan Iyer, Chartered Accountants, New Delhi to value the shares of the
company.
9. Company Law Board in its order dated 18.01.1999 concluded that the fair value of
the share of the company can be considered as Rs. 6000/- per equity share and Rs.
100/- each for the preference shares.
10. In the meanwhile, on 03.11.1998, respondent No. 8, Mrs. Radhika Srivastava
filed a petition challenging order dated 10.06.1996 alleging that she has no
knowledge about the compromise. Mrs. Radhika Srivastava in the said application
raised the issue that petitioners did not hold requisite 10% share capital of the
company and, therefore, petition, under section 397 and 398 of the Companies Act,
1956 is not maintainable. Hon'ble Company Law Board by its order dated 18.01.1999
rejected the challenge made by respondent No. 8 Mrs. Radhika Srivastava against
consent order dated 10.06.1996. However, the company Law Board upheld contention
of respondent No. 8 - Mrs. Radhika Srivastava that the petition is not maintainable on
the ground that petitioner did not hold requisite 10% shares.
1 1 . As against the order of the Company Law Board dated 18.01.1999, J.P.
Srivastava & Sons (Rampur) Pvt. Ltd. filed Company Appeal No. 6 of 1999
challenging dismissal of the Company Petition on the ground it is not maintainable.
12. Challenging the conclusions reached in para 9 and 10 of the CLB order dated

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18.01.1999, Company case No. 5 of 1999 and Misc. Appeal 1 of 2005 were filed. All
the appeals were dismissed by Hon'ble Single Judge of the Madhya Pradesh High
Court, Jabalpur Bench at Gwalior vide common order dated 17.03.2009. Against the
said three orders, three separate applications were filed before Division Bench,
Madhya Pradesh High Court. Division Bench dismissed the appeal filed by Mrs.
Radhika Srivastava and H.K. Srivastava against which special leave application was
preferred before Hon'ble Supreme Court. Hon'ble Supreme Court in Civil Appeal No.
6951 of 2004 held that the petitions filed before the Company Law Board u/s. 397
and 398 is maintainable and thereby set aside order of the division. Bench judgment
and remanded the matter to the Hon'ble Single Judge of the Hon'ble High Court of
Madhya Pradesh for disposal of all the appeals.
13. Thereafter, the Hon'ble Single Judge of Madhya Pradesh High Court held that the
Company Law Board has not decided other matters on merits and send back the
matter to the Company Law Board. Against the said order of the single judge of
Hon'ble High Court, J.P. Srivastava and Sons filed another Civil Appeal No. 5471-72
of 2008 before Hon'ble Supreme Court of India decision of which is reported in
MANU/SC/8006/2008 : [2008] (8) S.C. cases page 754. Hon'ble Supreme Court of
India passed the following order dated 03.09.2008.
"We, therefore, would reiterate the earlier order of remand to the Single
Judge passed by this Court. In that view, we direct:
(1) That the single Judge will now take up all the three appeals filed
by the parties against the order of CLB and dispose of the same in
the light of the observations made by us.
(2) This shall be done within six months from the date this order
reaches the High Court.
(3) All the other contentions would be allowed to be raised and
considered except the question of tenability of the petition under
Sections 397 and 398, which has been finally decided by this Court
in the earlier round of litigation.
(4) The parties are also permitted to raise the questions regarding
the subsequent developments directly in accordance with law and
only if they are germane to the matter in question.
The appeals are disposed of in above terms. There shall be no orders as to
costs."
14. The Hon'ble High Court of Madhya Pradesh, Jabalpur Bench, in Misc. Application
1/2005 in company case 5 of 1999 in its order dated 17.03.09 in para 12 observed as
follows:-
"Only question involved in this appeal is about the correctness of the
valuation report and the principles of valuation adopted by the valuation."
15. In para 21, 22, 23 & 24 of the judgment of the Hon'ble Madhya Pradesh High
Court Bench at Gwalior it is held as follows:-
2 1 . "So far as the question of mismanagement and other ingredients of
sections 397 and 398 of the Companies Act are concerned, the Company Law

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 Board has not given any finding. Counsel for the appellants has also confined
his argument only to the question of valuation. Counsel for the respondents,
however, filed certain documents on record to show that certain lands which
were acquired under the provisions of Ceiling Act are released. This position
is disputed by the counsel for the appellants. This court has put a specific
question to the counsel for the respondents whether the respondents want
another report on the valuation in the changed circumstances to which Ms.
Ahmadi contended that she is satisfied with the earlier report. She has filed
documents to show that certain land is released, however, she still relies on
earlier report and does not want to press for any fresh valuation report.
22. Since there are no findings of the Company Law Board on the ingredients
of Sections 397 and 398 of the Companies Act, the matter is remanded back
to the Company Law Board to decide the said question taking valuation of the
shares at Rs. 6000/- per equity share.
23. So far as subsequent events are concerned, the Apex Court has permitted
the parties to raise regarding subsequent developments directly in
accordance with law, only if they are germane to the matter in question.
Question of subsequent events in the present case does not arise from the
impugned order which is the requirement of section 10(f) of the Companies
Act. However, said events can be considered by the Company Law Board for
deciding the question of mismanagement.
24. With these observations, this appeal stands dismissed with no order as
to costs"
16. Thereafter, J.P. Srivastava & Sons (Petitioners) filed S.L.P. (Civil) No. 9643 of
2009 challenging the order dated 17.03.2009 passed by the Hon'ble High Court of
Madhya Pradesh without taking into consideration of subsequent events and sending
the matter to the Company Law Board to decide the aspect of oppression and
mismanagement.
17. Mr. Vikram Srivastava, Managing Director of Gwalior Sugar Co. Ltd. has filed
special leave petition (Civil) 28768 of 2009 before Supreme Court of India as against
the order dated 17.03.2009 passed by the Hon'ble High Court of Madhya Pradesh,
Jabalpur Bench at Gwalior in appeal 5 of 1999 renumbered as Misc. Appeal No. 1 of
2005. Challenging confirmation of value of the shares at Rs. 6000/- per equity share
by Company Law Board.
18. In special leave petition 9643 of 2009 filed by J.P. Srivastava & Sons, Hon'ble
Supreme Court passed the following interim order on 04.05.2009.:-
"In the meantime, there will be an interim order restraining the respondents,
their servants, agents and assigns from encumbrancing, alienating,
converting and asset of, or land of Gwalior Sugar Company Ltd. and/or its
wholly owned subsidiary Gwalior Agricultural Company, until further orders.
Liberty is given to the respondents to apply for variation of this order upon
notice to the petitioner"
19. Hon'ble Supreme Court of India in IA 9 of 2011 in SLP (Civil) 9643 of 2009 by its
order dated 25.04.2011 passed following order:-
"Accordingly, we vacate the interim order passed on 4th May, 2009 subject to

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 the respondents 1 and 2 securing the claim of the petitioner in accordance
with the valuation made by the Company Law Board by way of a bank
guarantee of a nationalised bank to the satisfaction of the Registrar of this
Court. We also make it clear that the respondents will not be entitled to deal
with or alienate the properties or lands which were allowed to be retained by
the Additional Commissioner by virtue of his order dated 3rd February, 1998,
without the leave of the Court. The Bank guarantee is to be furnished within
7 days from the date and is to be kept renewed and valid till the disposal of
these Special Leave Petitions.
The application stands disposed of accordingly.
Let these two special leave petitions be listed together for final disposal on
3rd August, 2011, at the top of the list."
20. Hon'ble Supreme Court of India on 09.12.2014 passed the following Common
order in SLP (Civil) 9643 of 2009 and SLP (Civil) 28768 of 2009.
SLP (Civil) 9643 of 2009
"The Special Leave Petition is dismissed.
However, the petitioners are permitted to encash the bank guarantee given to
them by the respondents in pursuance of this Court's order dated 25th April,
2011, as modified on 6th May, 2011.
In view of the dismissal of the special leave petition, all the I.A.s. shall stand
disposed of."
21. SLP (Civil) 28768 of 2009
"The learned counsel for the petitioners seeks permission to withdraw the
special leave petition.
Permission is granted.
The Special leave petition is disposed of as withdrawn.
I.A. for withdrawal of the Special Leave Petition shall also stand disposed of
accordingly".
22. In view of the order of Hon'ble High Court of Madhya Pradesh dated 17.03.2009
passed in Misc. Company Appeal No. 1 of 2005, Company Appeal No. 27/1995 was
remanded to the Company Law Board.
23. Thereafter, petitioners filed Company Application No. 227 of 2014 seeking an
order restraining Gwalior Sugar Company Ltd. and Gwalior Agricultural Company Ltd.
from in any matter dealing with 4759.69 acres of land that allowed to be retained by
the company by virtue of the order of the Additional Commissioner dated 03.02.1998.
24. Gwalior Sugar Company Ltd. filed contempt petition No. 12 of 2015 in special
leave petition (Civil) 9643 of 2009 before Hon'ble Supreme Court of India against the
petitioners J.P. Srivastava & Sons (Rampur) Pvt. Ltd. & Ors. with a prayer to initiate
contempt proceedings against the contemnors 1 & 2 and consequently direct the
petitioners to deposit the original shares with blank transfer forms with the Registrar

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of Hon'ble Court and dismiss CP 27 of 1995 and CP 46 of 2000 pending before the
Company Law Board.
25. Thereafter, respondents No. 3, 6 and 7 filed Company application 216 of 2015
for enforcement of orders dated 07.05.1996, 10.06.1996 and 18.01.1999 and give
directions to the petitioners (JKS Group) to return original share scripts along with
blank transfer forms of the 5137 Nos. of equity shares, 1279 Nos. of redeemable cum
preference shares and the 63.50 Nos. irredeemable cum preference shares to the
applicants (respondents No. 3, 6 & 7) the value of which being secured by the bank
guarantee of Rs. 3,09,56,250/- which has already been encashed by the original
petitioners.
26. Thereafter, on 15.09.2015 contempt petition 12 of 2015 in SLP (Civil) 9643 of
2009 was withdrawn with the permission of Hon'ble Supreme Court.
27. Petitioners also filed CA 228 of 2014 with a prayer to consider impact upon the
value of the share held by petitioner group and compute the additional amount
payable by the respondent group to the petitioner group. That is how CA 227 of 2014
and CA 228/2014 which are renumbered as TP 203-B and 203-C of 2016 came up for
hearing before this Tribunal after its constitution having been transferred from the
Company Law Board, Delhi.
2 8 . Heard arguments of learned counsel for the original petitioner and original
respondents. Two points that needs adjudication in these three applications are as
follows:-
(1) Whether this Tribunal needs to take into consideration subsequent event
viz. release of 4759.69 acres of land in favour of Gwalior Agriculture
Company Limited, which is the wholly owned subsidiary of Gwalior Sugar
Company Limited, by virtue of order of Additional Commissioner on
03.02.1998 for the purpose of consideration of value shares of the
petitioners group.
(2) Whether the orders dated 07.05.1996, 10.06.1996 and 18.01.1999
passed by the Hon'ble Company Law Board in company petition 27 of 1995
can be enforced by giving a direction to the original petitioners (JKS Group)
to return the original share scripts along with blank transfer forms of the
5137 Nos. of equity shares, 1279 Nos. of irredeemable cum preference
shares to the respondents 3, 6 & 7.
Point No. 1
29. Basis for the main contention of the learned counsel for the petitioner is the
order of Hon'ble Supreme Court. As the order of the Hon'ble Supreme Court in Civil
Appeal No. 5471-72 of 2008 decided on 03.09.2008. The said decision is reported in
MANU/SC/8006/2008 : [2008] 8 SCC page 754 J.P. Srivastava & Sons (Rampur) Pvt.
Ltd. versus H.K. Srivastava (Dead) through Lrs. & others. In the said judgment,
Hon'ble Supreme Court permitted the parties to raise question regarding subsequent
developments directly in according with law and only if they are germane to the
matter in question. There is no reference in the aforesaid judgment of Hon'ble
Supreme Court about the release of 4759.69 acres of land in favour of Gwalior
Agricultural Company Ltd. taking into consideration as a subsequent development in
valuation of the shares of the Gwalior Sugar Company Ltd.

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3 0 . However, learned counsel appearing for the petitioners vehemently contended
that Hon'ble Supreme Court considered the subsequent developments viz. release of
4759.69 acres of land in favour of Gwalior Agricultural Company Ltd. and that is why
Hon'ble Supreme Court permitted the petitioners to raise a question about subsequent
developments.
31. The grievance of the petitioner in filing SLP (Civil) 9643 of 2009 against the
order of Hon'ble High Court of Madhya Pradesh in Misc. Appeal 1 of 2005 as can be
seen from the affidavit filed in support of SLP 9643 of 2009 is that the Hon'ble
Madhya Pradesh High Court did not consider the subsequent events inspite of
direction No. 4 given by Hon'ble Supreme Court in its judgment dated 03.09.2008.
One of the grounds taken in SLP 9643 of 2009 is as follows:-
"The Hon'ble High Court of Madhya Pradesh erred in not considering the
subsequent events inspite of the directions (Direction No. 4) given by the
Hon'ble Supreme Court in its judgment dated 03.09.2008 as follows:-
The parties are also permitted to raise the questions regarding the
subsequent developments directly in accordance with law and only if
they are germane to the matter in question".
32. The following order passed by Hon'ble Supreme Court in SLP 9643 of 2009 on
09.12.2014 is as follows:-
"The Special Leave Petition is dismissed.
However, the petitioners are permitted to encash the Bank Guarantee given
to them by the respondents in pursuance of this Court's order dated 25th
April, 2011 as modified on 6th May, 2011.
In view of the dismissal of the special petition, all the I.As. shall stand
disposed of."
3 3 . From the aforesaid order of Supreme Court it can be concluded that the
grievance of the petitioner that Hon'ble High Court of Madhya Pradesh did not
consider the subsequent events inspite of directions given by Hon'ble Supreme Court
has not been considered by Hon'ble Supreme Court. In this context is proper to refer
judgment of Hon'ble Supreme Court reported in MANU/SC/0319/1981 : [1981] 2 SCC
663 in Ahmedabad Manufacturing & Calico Printing Co. Ltd. vs. Workmen and
another. In the said judgment, of Hon'ble Supreme Court, counsel for the appellant,
relied upon another decision of Hon'ble Supreme Court case reported in
MANU/SC/0291/1978 : [1978] 3 SCC cases 119 Workmen v. Board of Trustees of the
Cochin Port Trust. In that decision Hon'ble Supreme Court observed as follows:-
"Indisputably nothing was expressly decided. The effect of non-speaking
order of dismissal without anything more indicating the grounds or reasons
of its dismissal must, by necessary implication, be taken to have decided that
it was not a fit case where special leave should be granted. It may be due to
several reasons. It may be one or more. It may also be that the merits of the
award were taken into consideration and this Court felt that it did not require
any interference".
3 4 . Order of Hon'ble Supreme Court in SLP 9643 of 1999 became final. Hon'ble
Madhya Pradesh High Court did not consider the subsequent developments viz.

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release of 4759.69 acres of land in favour of Gwalior Agricultural Company Ltd. The
Hon'ble Madhya Pradesh High Court vide its judgment dated 17.03.2009 made in Civil
Misc. Appeal 1 of 2005 observed as follows:-
"So far as the question of mismanagement and other ingredients of sections
397 and 398 of the Companies Act are concerned, the Company Law Board
has not given any finding. Counsel for the appellants has also confined his
argument only to the question of valuation. Counsel for the respondents,
however, filed certain documents on record to show that certain lands which
were acquired under the provisions of Ceiling Act are released. This position
is disputed by the counsel for the appellants. This Court has put a specific
question to the counsel for the respondents whether the respondents want
another report on the valuation in the changed circumstances to which Ms.
Ahmadi contended that she is satisfied with the earlier report. She has filed
documents to show that certain land is released, however, she still relies on
earlier report and does not want to press for any fresh valuation report.
Since there are no findings of the Company Law Board on the ingredients of
Sections 397 and 398 of the Companies Act, the matter is remanded back to
the Company Law Board to decide the said question taking valuation of the
shares at Rs. 6000/- per equity share.
So far as subsequent events are concerned, the Apex Court has permitted the
parties to raise regarding subsequent developments directly in accordance
with law, only if they are germane to the matter in question. Question of
subsequent events in the present case does not arise from the impugned
order which is the requirement of section 10(f) of the Companies Act.
However, said events can be considered by the Company Law Board for
deciding the question of mismanagement.
With these observations, this appeal stands dismissed with no order as to
costs"
35. In this context it is necessary to refer again to the judgment of Hon'ble Supreme
Court in Civil Appeals 5471-72 of 2008 reported in MANU/SC/8006/2008 : [2008] 8
SCC page 754 para 13 wherein Hon'ble Supreme Court referred order of Madhya
Pradesh High Court whereby single judge sent back the whole matter to the Company
Law Board by its order dated 27.02.2005. In the judgment of Hon'ble Single judge of
Hon'ble Madhya Pradesh High Court there was reference of subsequent events which
resulted in filing of another petition against the company which is CP 46 of 2000.
Even the learned single Judge of Madhya Pradesh High Court first remanded the
matter to CLB vide order dated 27.02.2005, there was no reference to the subsequent
developments viz. release of 4759.69 acres of land in favour of Gwalior Agricultural
Company Ltd.
36. Again in the judgment of Madhya Pradesh High Court in Misc. Appeal 1 of 2005
in para 21 and 22 it is observed as follows:-
"So far as the question of mismanagement and other ingredients of sections
397 and 398 of the Companies Act are concerned, the Company Law Board
has not given any finding. Counsel for the appellants has also confined his
argument only to the question of valuation. Counsel for the respondents,
however, filed certain documents on record to show that certain lands which
were acquired under the provisions of Ceiling Act are released. This position

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 is disputed by the counsel for the appellants. This Court has put a specific
question to the counsel for the respondents whether the respondents want
another report on the valuation in the changed circumstances to which Ms.
Ahmadi contended that she is satisfied with the earlier report. She has filed
documents to show that certain land is released, however, she still relies on
earlier report and does not want to press for any fresh valuation report.
Since there are no findings of the Company Law Board on the ingredients of
Sections 397 and 398 of the Companies Act, the matter is remanded back to
the Company Law Board to decide the said question taking valuation of the
shares at Rs. 6000/- per equity share".
37. Although SLP 9643 of 2009 is filed by petitioner against judgment of Hon'ble
Madhya Pradesh High Court in Misc. Appeal 1 of 2005 the said SLP was dismissed by
granting only one relief of encashment of bank guarantee. Therefore, in view of
dismissal of SLP 9643 of 2009 filed by the petitioner before Hon'ble Supreme Court
of India, petitioner cannot now canvass before this Tribunal to take into consideration
the subsequent development viz. release of 4759.69 acres of land in favour of
Gwalior Agricultural Company Ltd. which is a subsidiary of Gwalior Sugar Company
Ltd.
38. It is pertinent to mention here that the valuation as fixed by CLB @ Rs. 6000/-
per equity share has been confirmed by Hon'ble Supreme Court of India in view of
the dismissal of the SLP 2768 of 2009, filed by Gwalior Sugar Company withdrawn.
3 9 . Now if the subsequent development i.e. release of land is taken into
consideration, it certainly increases fair value of the equity shares of the company.
Petitioner is not asking for fresh valuation but only asking for calculation by taking
into consideration number of acres of land that were added to the company. In my
view that may not be possible without taking fresh value of shares. It is to be
remembered that the basis for the Company Law Board to fix value of the equity
shares is the consent of the parties. When such is the case whether subsequent
development viz. of 4759.69 acres of land in favour of Gwalior Agricultural Company
Ltd. which according to the petitioner took place even proceedings are pending
before CLB can be taken into consideration so as to deviate from the consent order. If
the release of land in favour of the company was there during the pendency of the
proceedings or during the fixation of the fair value of the shares it is for this
petitioner to bring those facts to the notice of the CLB at that time itself. Now, the
petitioner having encashed the bank guarantee given by the company towards the
value of the shares of the petitioner @ Rs. 6000/- per share is again asking this
Tribunal to take into consideration the subsequent developments of releasing the land
which prayer was neither considered by Hon'ble Madhya Pradesh High Court in its
order in Civil Misc. Application 1 of 2005 or by Hon'ble Supreme Court in SLP 9643 of
2009. The plea of taking into consideration the subsequent developments regarding
the release of the land in favour of the company was for the first time taken before
Hon'ble Supreme Court.
4 0 . In IA 2011 in special leave petition No. 9643 of 2009 there is no order by
Hon'ble Supreme Court to take that subsequent development in to consideration. On
the other hand, Hon'ble Supreme Court by its final order made in special leave
petition No. 9643/2009 dismissed the said petition. Therefore, without there being a
specific direction, this Tribunal is of the considered view that the subsequent
development viz. release of 4759.69 acres of land in favour of Gwalior Agricultural

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Company Ltd. cannot be taken into consideration by this Tribunal.
41. Point No. 2
Hon'ble Supreme Court in Special Leave to Appeal (Civil) No. 9643 of 2009 while
vacating the interim order passed against the company on 04.05.2009, directed the
company to secure claim of the petitioners in accordance with the value made by CLB
by way of bank guarantee to the satisfaction of Registrar of Supreme Court. Hon'ble
Supreme Court also in the said order made it clear that the company is not entitled to
deal with the properties of the land which were released in favour of the company by
virtue of the order of Additional Commissioner dated 03.02.1998 without leave of the
Court. Thereafter, Hon'ble Supreme Court in SLP 9643 of 2009 allowed the petitioner
to encash bank guarantee in pursuance of order of Supreme Court dated 25.04.2011
as modified on 06.05.2011 and accordingly the petitioner withdrawn the bank
guarantee given by the company. Hon'ble Supreme Court passed final order in SLP
9643 of 2009 dismissing it and dismissing IAs also which includes IA 9/2011.
4 2 . Company Law Board by order dated 07.05.1996, 10.06.1996 and 18.01.1999
confirmed value of equity share of the company @ Rs. 6000/- which is ultimately
confirmed by Supreme Court also.
43. It is the contention of the learned counsel for the company the very fact that
Hon'ble Supreme Court permitted the petitioners to withdraw the bank guarantee and
dismiss SLP 9643 of 2009 goes to show that petitioners have to transfer their shares
in favour of respondents No. 3, 6 and 7 by executing transfer deeds.
44. Learned counsel for the petitioner contended that similar request made by the
respondents in contempt petition 12/15 filed before Hon'ble Supreme Court of India
was dismissed as withdrawn and therefore, the company is not now entitled to file
this petition u/s. 634(A) of the Companies Act, 1956. The order of Supreme Court in
contempt petition No. 97 of 2010 in SLP 9643 of 2009 dated 15.09.2015 reads as
follows:-
"Learned counsel for the petitioner seek permission to withdraw the contempt
petition.
Permission granted.
The contempt petitions stand dismissed as withdrawn.
Interim order, if any, shall stand vacated."
45. Learned counsel appearing for the company relying upon the decision rendered
in the matter of Ahmedabad Manufacturing & Calico Printing Co. Ltd. vs. Workmen
and another reported in MANU/SC/0319/1981 : [1981] 2 SCC 663 contended that the
dismissal of the contempt petition seeking permission is not a bar to file this petition.
In the above judgment in para 19, Hon'ble Supreme Court held as follows:-
"After having analysed the various cases cited, we are of the view that
permission to withdraw a leave petition cannot be equated with an order of
its dismissal. We also come to the conclusion that in the circumstances of the
case the High Court has not exercised a proper and sound discretion in
dismissing the writ petition in limine on the sole ground that the application
for special leave on the same facts and grounds had been withdrawn

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 unconditionally."
46. In view of the aforesaid judgment and in view of the fact that contempt petition
was dismissed as withdrawn, this Tribunal is of the considered view that respondent
company is entitled to file the application 2016/15 under section 634(A) of the
Companies Act. Here it is pertinent to refer that the petitioners filed affidavit before
this Tribunal stating as follows:-
"The petitioner group submits that as the matter has progressed this far on
the payment of the value of the shareholding of the petitioner group and in
order to give a quietus to the present company petitioner, the petitioner
group has been advised not to press for an order on the question of
oppression and mismanagement of the Company's affairs and only to press
for a computation on the value of their shares, taking into account the factum
of release of 4759 acres of land which fact was suppressed by the company
and the respondents, more so, as the matter has been pending for almost 22
years with the petitioner group having been removed from the management
of the company.
It is therefore, respectfully submitted that this Hon'ble NCLT may take the
present affidavit on record and proceed with C.P. Nos. 27/95 & 46/2000 to
compute the additional amount payable to the petitioner group so that the
matter is given a quietus after such a long pendency."
47. In view of these facts, this Tribunal need not give any finding on the aspects of
oppression and mismanagement alleged by the petitioner in CP 27 of 1995 or/in 46
of 2000. The only controversy left is whether the subsequent development viz.
release of 4759.69 acres of land in favour of Gwalior Agricultural Company Ltd. can
be taken into consideration or not in determining the value of the equity shares. This
question has already been answered by this Tribunal.
48. Counsel for the petitioner read upon the decision of the Hon'ble Bombay High
Court reported in MANU/MH/0244/2005 : [2005] 125 comp cases 168 (Bom) Anil
Kumar Agarwal and Ors. vs. Sunil Kumar Agarwal and Ors. In that case the order
which was sought to be executed is inconclusive and incomplete order and the order
reads with its merely broad guidelines and authorise steps required to be taken in
order to final binding settlement between the parties. But in the case on hand the
consent order relating to fixation of value of the shares of the company reached the
final stage and confirmed by Hon'ble Supreme Court also. Therefore, such order can
certainly be enforced by giving necessary direction by this Tribunal u/s. 634(A) of the
Companies Act, 1956.
4 9 . Therefore, there is no impediment for this Tribunal to give direction to the
petitioners to return the original share scripts along with bank transfer forms. In the
result, application No. 227 of 2014 (CA 203-B/16) & 228 OF 2014 (CA 203-C/16) are
dismissed. CA 216/16 (203-A/16) is allowed. Petitioner to deposit the original share
scripts along with blank transfer forms duly signed by the Transferors relating to
5137 Nos. of equity shares, 1279 Nos. of redeemable cum preference shares and
63.50 Nos. irredeemable cum preference shares with Registrar of this Tribunal within
three months' time from the date of this order. The respondents No. 3, 6 and 7 are
entitled to receive the share scripts and transfer forms only after three months from
the date of this order.
50. These applications are disposed of accordingly. There is no order to costs.

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Pronounced by me in open court on this 9th day of Jun, 2017.
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