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C.A.No.2923/06

NON-REPORTABLE

IN THE SUPREME COURT OF INDIA

CIVIL APPELLATE JURISDICTION

CIVIL APPEAL NO. 2923 OF 2006

Bagri Synthetics Private Ltd.        …..Appellant

Versus

Hanuman Prasad Bagri      ...Respondent

J U D G M E N T

SHIVA KIRTI SINGH, J.

1. Appellant  is  a  company  against  whom  a  winding  up

petition filed by the respondent under Sections 433, 434 and

439 of the Companies Act bearing Company Petition No. 112 of

2002 is  pending in  the  High Court  at  Calcutta.  The  plea  for

winding up is based upon just and equitable grounds. In the

facts of the case, after hearing the parties the Court ordered that

the shares of the company be valued by an approved auditor so

that company would settle the dispute by purchasing the three

hundred  shares  held  by  the  respondent  in  the  company and

bring  the  dispute  to  a  quietus.  The  Valuation  Report  was

submitted in January 2004. The appellant raised objections to

the  report  to  which  reply  was  filed  by  the  respondent.  The

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C.A.No.2923/06

learned  Single  Judge  on  17.3.2004  directed  the  appellant

company  to  purchase  the  shares  of  the  respondent  as  per

Valuation Report in respect of the rate of the shares. That order

was  partly  modified  on  29.3.2004  to  provide  that  in  case  of

default by the company, the respondents shall be at liberty to

make  publication  in  “The  Statesman”  and  “Anand  Bazar

Patrika”.  By yet another order dated 20.4.2004 learned Single

Judge  fixed  1.6.2004  as  the  time  schedule  by  which  the

appellant company was required to pay the due amount. All the

aforesaid three orders were challenged by the appellant through

an intra-court  appeal  before  the  Division  Bench bearing  Civil

Appeal No. 266 of 2004. Ultimately that appeal was dismissed by

an order dated 12.7.2004 and that order of the Division Bench is

the subject matter of the present appeal.  

2. The order of  the learned Single Judge dated 17.3.2004

refers to an earlier order dated 7.5.2003 which records that in

course  of  hearing  of  application  for  winding  up,  the  parties

agreed that  the shares of  the company be valued so that  the

management  could offer purchase of the shares of the petitioner

(respondent herein). At the first instance the cost of valuation of

shares was ordered to be borne by the respondent herein. On

17.3.2004 the Court noted that the Valuation Report declared

the value of the shares as Rs.2,530/- per share and at that rate

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C.A.No.2923/06

the respondent herein was agreeable to sell his three hundred

shares.  The  company  however  offered  to  buy  the  shares  at

Rs.500/- per share. The Court found such variation in the stand

of the company without any reason and hence it  directed the

company to purchase the shares as per Valuation Report. The

Court also directed the appellant to bear 50% of the cost paid to

the valuer by reimbursing the respondent herein for a sum of

Rs.12,900/-.  As  noted  earlier  the  above  order  was  modified

partly  on  29.3.2004  by  adding  a  default  clause  in  case  the

company failed to make the required payment and further by

order dated 20.4.2004 the time for payment was fixed as - on or

before 1.6.2004. The Division Bench noted the aforesaid relevant

facts and came to the view, and in our opinion rightly, that the

case of the parties rested on the issue whether the parties had

agreed  on  7.5.2003  that  the  purchase  of  the  shares  by  the

present management will  be made as per the valuation to  be

determined. The only submission advanced before the Division

Bench was that the company or its management was not bound

to offer for purchase of the shares at the rate determined by the

Valuation Report. The Division Bench found such submission to

be unacceptable in the light of the gist/substance of the order

dated  7.5.2003.  The  Division Bench inferred  that  the  learned

Single Judge could not have forced the parties to reach to an

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C.A.No.2923/06

agreement  and  nearly  Rs.26,000/-  spent  for  finding  out

valuation of the shares could not have been just for fun. The

Division Bench dismissed the appeal with costs.

3. On hearing the parties we find that the same contention

which was raised by the appellant before the Division Bench has

been reiterated. We also find no merit in the contentions. There

is no infirmity factual or legal in the order of the Division Bench

to  warrant  interference.  The  appeal  is  dismissed  with  cost  of

Rs.25,000/-.

     …………………………………….J.       [VIKRAMAJIT SEN]

        ..

…………………………………..J.                  [SHIVA KIRTI SINGH]

New Delhi. September 29, 2015.

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