Manmohan, J.

1. Present appeal has been filed under Section 10-F of the Companies Act, 1956 (for short `Act') challenging the order dated 24th August, 2009 passed by the Principal Bench, Company Law Board (for short `CLB') whereby the respondent was directed to pay Rs. 3,00,000/- to the appellant on or before 15th September, 2009 as "fair valuation for the 1000 shares held by the appellant". On receipt of the aforesaid consideration, the appellant was directed to transfer to the respondent her entire shareholding in the respondent company and the register of the members of the company was to be rectified.

2. The relevant portion of the impugned order is reproduced hereinbelow:-

"1....In the hearing held on 7.4.2008, the petitioner also expressed her willingness to go out of the company if fair consideration was paid for her shares. The counsel for the respondent, while agreeing to purchase the shares of the petitioner also submitted that his client would file a valuation report within 4 weeks. Accordingly, a valuation report was filed by the respondent on 2.7.2008 indicating the fair value of the shares at Rs. 157.81 per share. Since the petitioner raised certain objections on the valuation report submitted by the respondent, in the hearing held on 11.12.2008, both the sides agreed that this Board itself would appoint an independent valuer to fix the share price as per the balance sheet as on 31.3.2008. Accordingly, I appointed M/s. Vipin Aggarwal, Chartered Accountants to determine the fair price of the shares. The valuer determined the fair price of the share of Rs. 10/- each at Rs. 174.82 per share and at this fair price, the total consideration for 1000 shares would come to Rs. 174820/-. The petitioner desired to file objections on the valuation report and on given liberty, filed an application challenging the valuation. The application was heard on 22.7.2009. Ms. Rai appearing for the petitioner, other than submitting that the valuation was wrong, was not able to substantiate her objections with any details. In view of this, I asked her to indicate a lump sum amount which her client would accept to go out of the company. She indicated a sum of Rs. 10 lakhs, which was not acceptable to the respondent, who insisted that the amount should be as determined by the valuer. On my persuation, the respondent was agreeable to pay Rs. 3 lacs which was not acceptable to the petitioner.

2. It is on record that in the hearing held on 11.12.2008, the petitioner had agreed to go out of the company on a fair valuation based on the balance sheet as on 31.3.2008. Accordingly, this Board appointed an independent valuer, namely, M/s Vipin Aggarwal, Chartered Accountants. As per the valuation report, the fair price of the shares comes to Rs. 174.82/- per share. In her application challenging the valuation, while seeking for the valuation to be based on the balance sheet as on 31.3.2005, the petitioner has not advanced any grounds for challenging the valuation. It is to be noted that as per the valuation done by the company itself, the fair price of the shares comes only to Rs. 157.81/- per share. Thus, even a comparison between the two valuation reports done by the Chartered Accountants, the difference is not large. Once the petitioner has consciously given her consent for the date of valuation being 31.3.2008, the question of change of valuation date does not arise. Further, as a practice, this Board has always followed the date of valuation being the balance sheet proximate to the date of the petition. In the present case, the date of the petition is 22nd February, 2008 and therefore the proximate date of the balance is 31.3.2008 which has been rightly adopted for valuation. It is to be noted that the investment of the petitioner for 1000 shares, being 10% of the paid up capital at Rs. 10/- per share, is only Rs. 10,000/-. Since the respondent himself had offered to pay Rs. 3 lacs as against the entitlement of the petitioner of Rs. 1,74,820/- (a