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Judgment
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.
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 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.
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.
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.
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 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.
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.
Both these appeals are thus disposed of in terms of the above. Pending application(s) are also disposed of.