Supreme Court of India
Bagri Synthetics Private Ltd vs Hanuman Prasad Bagri on 29 September, 2015Author: S K Singh

Bench: Vikramajit Sen, Shiva Kirti Singh





Bagri Synthetics Private Ltd. …..Appellant


Hanuman Prasad Bagri …Respondent



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 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
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 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 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.
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/-.


New Delhi.
September 29, 2015.


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