NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

36. CA1168/MB/2020 IN
CP 1295/MB/2020
CORAM: Present :

SH. CHANDRA BHAN SINGH, MS. SUCHITRA KANUPARTHI,

MEMBER (T) MEMBER (J)

ORDER SHEET OF THE HEARING OF MUMBAI BENCH OF THE NATIONAL

COMPANY LAW TRIBUNAL ON 12.02.2021.

NAME OF THE PARTIES: Padeco Co. Ltd.

V/s.
MILAN DAVE

SECTION OF THE COMPANIES ACT : 241-242

ORDER

1. Today, the matter has come up for clarification because the valuer
which was jointly suggested by both the sides i.e. M/s. Duff and
Phelps is under some investigation by IBBI.
2. Today during the hearing Mr. Akash Rebello appeared on behalf
of the Petitioner and Mr. Gautam Narayan appeared on behalf of
the Respondent No. 2 to 4.
3. The Bench notes that on 29.01.2021 after an extensive hearing of
both the sides and with their consent, the Bench had ordered the
following;
“

1. Today during the hearing, Mr. Ashwini Kumar, Learned

Counsel appeared for the Petitioner side and Mr. Vikram
Nankani, Advocate, appeared in this matter for the
Respondent No. 2, 3 and 4, wherein Respondent No. 2
are majority shareholders and Respondent No. 3 and 4
are Directors of R1.
2. Manager of the Company appointed on 31.10.2020 as a
result of Board decision is also present. Mr. Parikit Shah,
Advocate, representing for the Respondent No. 6 is also
present.
 3. The Bench also notes that Counsel for the Respondent
No. 5 is represented by Mr. Pranav Sampat.
4. After mutual discussion between the Parties, all the sides
have arrived at the following decision:
a. That the minority shareholder i.e. the Petitioner Mr.
Milan Dave will be given an exit option based on
settled principle of valuation of an on going concern.
b. The Bench would be appointing a valuer from the list
of valuers approved by IBBI and who are based out
of Mumbai.
c. Henceforth all cheques issued from the Company’s
account shall be jointly signed by Mr. Milan Dave and
one of the Director of the majority shareholder. This
means that the Cheque signing authority for every
cheque issued from the accounts of the Company will
be valid only if joint signature is there on the cheque.
This arrangement would be conveyed to the
concerned Bank(s) by the Company immediately.
d. During this interim period, all the issue relating to
the day to day functioning of the Company will not
be obstructed by either side and decisions will be
taken jointly by both the sides.
5. The Bench based on mutual agreement between both
the parties appoints Duff and Phelps, bearing Address
14th floor, Raheja Tower Bandra Kurla Complex Bandra
(East) Mumbai 400 051, Maharashtra, India as the valuer
in this case.
6. The Bench directs that valuer shall complete the exercise
within 6 weeks time and the Company i.e. Padeco India
Pvt. Ltd. shall pay for the remuneration and other
requisite charges due to the valuer.
7. Both the parties will provide full cooperation in providing
all documents and records as required by the valuer for
carrying out this valuation exercise.”

4. However, the order dated 29.01.2021 could not be uploaded

because the Bench at that time discovered that certain
proceedings were being undertaken by the IBBI against M/s. Duff
and Phelps.
 5. In light of this, the Bench had put up the matter for clarification.
Today both the parties are present, and the Bench decides to
appoint M/s. Deloitte India Valuation LLP as a valuer in the matter
in place of M/s. Duff and Phelps.
6. On the rest of the point, the order of 29.01.2021 would stand as
it as mentioned at Para 3 above except that now the valuer would
be M/s. Deloitte India Valuation LLP under the same terms and
conditions.

Sd/- Sd/-
CHANDRA BHAN SINGH SUCHITRA KANUPARTHI
Member(Technical) Member(Judicial)
Date : 12.02.2021

/P/