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2017 Supreme(Mad) 2787

IN THE HIGH COURT OF JUDICATURE AT MADRAS
RAJIV SHAKDHER, J.
Mr.M.Ethiraj - Appellants
Vs
Sheetala Credit Holdings Pvt. Ltd. – Respondent
Com.Apel.Nos.3 and 4 of 2016 and Cros.Obj.No.39 of 2016, C.M.P.Nos.6828, 6864, 7563, 7564, 7575 and 7576 of 2016
Decided on : 04-07-2017

Advocates:
Advocate Appeared:
For the Appellants : Mr.P.S.Raman, Senior Counsel, for Mr.T.K.Bhaskar, Mr.Arvind P.Datar,
For the Cross Objectors. : Mr.K.G.Raghavan, Senior Counsel for Mr.Anirudh Krishnan
For the Respondents: Mr.T.K.Seshadri, Senior Counsel, for M/s.Adithya Reddy, Mr.R.Murari, Senior Counsel for M/s.Preeeti Mohan

Headnote:

Companies Act, 1956 - Section 269, 302 ,397 , 398, 299 , 300 and 402 - Income Tax Rules, 1962 - Companies (Consolidation) Act, 1908 - Section 129 - Companies Act 1948 - Section 184 – Companies - Equity share capital – Dispute - Appellants in Company Appeal No.are one and his son - For sake of convenience, they would be referred to, collectively, as "controlling group" and, individually, by their respective names, unless context requires otherwise - For example, when, context requires, appellants in both Company Appeals would be collectively referred to as "appellants - Controlling group holds 55% of paid up equity share capital in SVG - Respondent Nos.1 to 5 are companies, which are controlled and managed by, one who, stands impleaded as respondent No.11 in Company Appeal No. and as respondent No.12 in Company Appeal No. - Respondent No.6 is, one, Ms.N.Rajalakshmi, who is wife - For sake of convenience, respondent Nos.11 and 12 would be referred - First block comprises of controlling group, which holds 55% of share - Second block comprises of respondent Nos.1 to 6, which includes wife and five companies in which he has controlling interest, i.e., respondent Nos.1 to 5 – Held, Court intend to remand matter to the National Company Law Tribunal, Branch (in short, NCLT) (in view of changed statutory position) - Learned Senior Advocate that net asset method would not be appropriate method to value shares of SVG an objection, which, in a sense, has been taken care of, as the subject shares, have now been valued by Brahmayya & Co., by taking recourse to every known and recognised method involving valuation of shares - Controlling group and/or its constituents are injuncted from selling, transferring or creating third party interest, qua their shareholding in SVG, till further orders of NCLT and in case, a charge or interest has already created by controlling group, vis-a-vis their equity stake in SVG, protem charge so created by this direction will stand subordinated to any such prior charge or interest - SVG is also injuncted from registering or recording any request for transfer of shares - Independent valuers report has already been submitted as indicated above, directions contained in paragraph 10.8(e) of impugned judgment and order stands already satisfied - Similarly, in so far as directions contained in paragraph 10.8(f) is concerned, it stands suitably modified in light of reasons given herein above, with respect to the issue concerning the Boat Club Property - Consequently, connected miscellaneous applications are disposed of as well

JUDGMENT :

1. The captioned appeals and one set of Cross Objections, have been placed before me, for adjudication.

1.1. The appeals filed being, Company Appeal Nos. 3 and 4 of 2016, assail the judgment and order of the Company Law Board (in short CLB), dated 10.03.2016.

1.2. The Cross Objections bearing No.39 of 2016 have been preferred by respondents 1 to 6 to assail some of the findings recorded in the impugned judgment and order of the CLB, in particular, the finding that respondent No.7, i.e., S.V.Global Mill Limited (in short "SVG") is not a quasi-partnership.

1.3. There are other objections also raised by respondents 1 to 6, to which, I will be making a reference, as I go along with the narration of facts and events.

2. Before I proceed further, let me indicate as to who are the main protagonists in the battle, which has ensued, with regard to the affairs of SVG.

2.1. The appellants, in Company Appeal No.3 of 2016 are, one, Mr.M.Ethiraj (Ethiraj) and his son Mr.E.Shanmugam (Shanmugam). For the sake of convenience, they would be referred to, collectively, as the "controlling group" and, individually, by their respective names, unless the context requires otherwise. For example, when, the context requires, the appellants in both Company Appeals would be collectively referred to as "appellants".

2.2. The controlling group holds 55% of the paid up equity share capital in SVG. Respondent Nos.1 to 5 are companies, which are controlled and managed by, one, Mr.S.Natarajan, who, stands impleaded as respondent No.11 in Company Appeal No.3 of 2016 and, as respondent No.12 in Company Appeal No.4 of 2016. Respondent No.6 is, one, Ms.N.Rajalakshmi, who is the wife of Mr.S.Natarajan. For the sake of convenience, respondent Nos.11 and 12 would be referred to as "Natarajan".

2.3. Natarajan, via his wife, respondent No.6/Ms.N.Rajalakshmi and respondent Nos.1 to 5 holds 18.98% of the equity share capital of SVG. Therefore, as would be evident, there are two major blocks, in which, shares of SVG are divided. The first block comprises of the controlling group, which holds 55% of the share. The second block comprises of respondent Nos.1 to 6, which includes Natarajan's wife and the five companies, in which, he has controlling interest, i.e., respondent Nos.1 to 5. This block, as indicated above, holds 18.98% of the equity share capital of SVG. Since, Natarajan is the face of this block, it will be referred to as the "Natarajan block", accordingly, unless context requires specific mention of respondent Nos.1 to 6.

2.4. These two (2) groups together control nearly 74% of equity share capital of SVG. The remaining 26% of the equity stake is distributed amongst public shareholders. The record shows that the numerical strength of the public shareholders is 9014.

2.5. Therefore, the dispute in the present proceedings is really between the controlling group and the Natarajan block. The controlling group is aggrieved by the impugned judgment and order of the CLB, broadly, on the ground that even though the CLB returned findings of fact that there was no quasi-partnership in existence, and that, there was no deadlock in running and managing the affairs of SVG, it, passed directions to the effect that 18.98% of shares owned by the Natarajan block should be purchased either by the controlling group or, by SVG itself.

2.6. Moreover, for effectuating this direction, a further direction has been issued by the CLB, which is, that the fair price of the shares held by Natarajan block should be determined by arriving at a valuation as per the balance sheet of SVG, obtaining as on 31.03.2015.

2.7. For this purpose, CLB directed appointment of an independent valuer, in the manner, indicated in the impugned judgment. In addition thereto, there were two supplemental directions issued: First, that SVG would not extend loans or, make investments, in associate or related c










































































































































































































































































































































































































































































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