Agreement to purchase at court-appointed valuation binds parties; lower offer disallowed, appeal dismissed with costs awarded.

The text addresses whether parties were bound by an agreement that management must purchase dissenting shares at a court-appointed valuer's determined price in a just-and-equitable winding up context. It explains that the 7.5.2003 order created an obligation to adopt the valuer's report as the purchase price, that the Single Judge's acceptance of the report and directions for purchase and partial reimbursement of valuation costs were affirmed, and that the Division Bench correctly held the company could not lawfully offer a lower price; the appeal against those directions failed.

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Issues: Whether the parties were bound by their agreement that the management would purchase the respondent's shares at the value determined by the court-appointed valuer, and whether the Division Bench's dismissal of the intra-court appeal upholding the Single Judge's directions (including payment and reimbursement) is sustainable.

Analysis: The dispute concerns a winding up petition founded on just and equitable grounds and an earlier court order directing valuation of shares so that the management could offer to purchase the respondent's shares. The order of 7.5.2003 is read as creating an obligation that the purchase, if undertaken by the management, would be at the valuation determined. The Single Judge accepted the valuer's report and directed purchase at the reported rate and partial reimbursement of valuation costs; subsequent modification fixed a payment schedule and default consequences. The Division Bench examined whether the 7.5.2003 agreement prevented the company from offering a lower purchase price, and concluded that the parties' agreement and the purpose of the valuation (incurring costs to determine a fair price) required adherence to the valuation. The appeal challenging that conclusion raised the same contention and was found to lack merit.

Conclusion: The Division Bench order upholding the Single Judge's directions is correct; the parties were bound by the agreement to purchase at the valuation determined and the appeal is dismissed with costs in favour of the respondent.

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