Executing court cannot go behind a valid decree requiring majority shareholders to buy out minority shares.

In proceedings under Sections 397 and 398 of the Companies Act, 1956, a modified appellate decree was understood to require the majority group to purchase the minority group's shares on the same terms and conditions, without leaving any further option to the minority side. The pleadings, memorandum of appeal and affidavits were treated as confirming that common understanding. The executing court was held unable to go behind a valid decree, and the valuation process could not be reopened in execution because it had not been separately challenged and was not shown to be a nullity. The decree was therefore executable against the majority group for purchase of the minority shares.

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Issues: Whether the modified decree dated 18 September 1998 required the majority group to purchase the minority group's shares and could be executed accordingly, and whether the executing court could look into the pleadings and prior proceedings to resolve the meaning of the decree.

Analysis: The dispute arose out of proceedings under Sections 397 and 398 of the Companies Act, 1956, where the object was to resolve management deadlock by directing a buyout of the oppressed or minority shareholding. The modified appellate decree was read as having directed the majority group to purchase the shares of the minority group on the same terms and conditions, and not as preserving any further option in favour of the minority group. The Court also treated the earlier pleadings, memorandum of appeal and Supreme Court affidavits as confirming that both sides understood the decree as requiring purchase by the majority group. It held that an executing court cannot go behind a valid decree and that the valuation process, not having been separately challenged, could not be reopened in execution unless shown to be a nullity.

Conclusion: The decree was held executable against the majority group for purchase of the minority group's shares, and the execution application was allowed.

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