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NCLT Orders Atlas Equifin To Buy Back Jackie Shroff's Shares At ₹1,345.78 Each, With 11.5% Interest

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The National Company Law Tribunal (NCLT), Mumbai Bench has ruled in favor of actor Jackie Shroff in a long-standing dispute with Atlas Equifin Private Limited, (AEPL) ordering the company to buy back Shroff's shares at a value of INR 1,345.78 per equity share, as determined by an independent valuer. The order also includes interest on the delayed payment at a rate of 11.50% per annum, effective May 1, 2024, based on the SBI lending rate applicable to loans against mutual fund units.

The case, stemmed from a petition filed by Shroff alleging oppression and mismanagement within the company. The NCLT had previously ordered the company to purchase Shroff's shares in February 2023, appointing CA Sujal Shah as the valuer.

Atlas Equifin challenged the valuation report submitted by Shah, which determined the share value at INR 1,345.78, by filing an application seeking rejection of the report and acceptance of their own valuation report which had valuated the shares lower. The application had also pleaded the tribunal to delay the buyback until the valuation dispute was resolved and that it be completed in a manner that wouldn't jeopardize the company's financial stability.

The key point of contention revolved around the valuation of Non-Convertible Redeemable Preference Shares (NCRPS) held by Atlas Equifin in Grandway Technologies Private Limited. While Shah's report valued the NCRPS at book value, Vasant's report applied a discount factor, resulting in a lower overall share valuation.

The NCLT, however, sided with Shah's valuation, noting that the investment in NCRPS by Atlas Equifin appeared to be a non-arm's length transaction, converting income-yielding funds into a non-income-yielding instrument issued by a related entity during the pendency of the original petition. The Tribunal found that applying a discounting factor in this specific situation was inappropriate.

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“It is pertinent to note that the AEPL has pleaded for time stating unavailability of liquid assets/cash with it to meet its obligations. It has also submitted that it has only Rs.14.88 Crores in liquid which is an easily redeemable instruments besides cash/bank balance. The amounts held in bank has already been appropriated towards the balance 25% of the Consideration determined payable by them in accordance with Vasant Valuation Report. The total consideration as Shah Valuation Report comes to Rs. 18,84,09,200, out of which consideration amounting to Rs. 2,81,72,200 has already been discharged, for which the Respondent Company has to get back the shares from the Petitioner, thus leaving a balance of approx. 16.00 Crore to complete its obligations under the ordered buy-back. Accordingly, we do not find any merit for additional time sought by the AEPL. However, we are conscious that the realization of liquid assets may take some time, accordingly, we allow the  Company a further time of 3 months from date of this order to make the balance payment,” the order copy held.

Meanwhile the tribunal has directed Shroff to surrender the equivalent value of equity shares for which payment has already been made within 15 days.

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