A buy-out order under Section 242(2)(b) is only as good as the valuation on which it is based. The NCLAT has set aside buy-out orders that rested on outdated valuations, and it has upheld the use of competitive valuation methods where the parties cannot agree. The valuation evidence is therefore a critical component of the oppression remedy.
The Outdated Valuation Problem
In Sanjit Instruments, the NCLT ordered a buy-out based on a valuation report dated June 2021 that assessed the shares as of March 2018. The buy-out was ordered in December 2025. The NCLAT held that the valuation was outdated and remitted the matter for a fresh valuation. The principle is that the valuation must reflect the company's value as of the date of the buy-out order, or as close to it as the circumstances permit.
The Swiss Challenge Method
The NCLAT, in the Cheers Interactive family dispute, upheld the Swiss Challenge method as a valid share-valuation tool in oppression cases under Sections 241-242. The method involves one party making an initial offer, which is then subject to a matching or better offer by the other party. The competitive process is designed to produce a fair market price where the parties have irreconcilable differences and a negotiated valuation is unlikely.
The NCLAT's acceptance of the Swiss Challenge method is significant because it gives the Tribunal a mechanism to resolve valuation disputes without appointing a valuer and conducting a full valuation exercise. The method is particularly suited to family companies and quasi-partnerships, where the parties have a shared history and a mutual interest in a fair outcome.
The Evidentiary Requirements
A party that relies on a valuation must establish that the valuer was qualified, that the methodology was a recognised one, and that the assumptions were reasonable. A valuation that is based on unaudited figures, that ignores a material asset or liability, or that uses a methodology that is not suited to the company's business is vulnerable to challenge.
The NCLAT will not substitute its own valuation for the valuer's, but it will set aside a valuation that is perverse or that is based on a demonstrable error. The party that seeks to challenge a valuation must identify the error and must show that the error affected the outcome.
Call to Action
Anuj Desai & Associates advises petitioners and companies on valuation evidence in oppression buy-outs—from the selection of the valuation method and the valuer to the challenge of an outdated or defective valuation and the Swiss Challenge process. If you are involved in a buy-out valuation dispute, we can help you build the evidentiary record.
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