BAGRI SYNTHETICS PRIVATE LTD. Vs HANUMAN PRASAD BAGRI
Bench: VIKRAMAJIT SEN,SHIVA KIRTI SINGH
Case number: C.A. No.-002923-002923 / 2006
Diary number: 17860 / 2004
Advocates: ABHIJIT SENGUPTA Vs
SARLA CHANDRA
Page 1
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
1
Page 2
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
2
Page 3
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
3
Page 4
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.
4