Crystallised exit valuation and delayed share payment justified interest from the earlier fixed date despite dividend receipts.

Where an exit valuation had substantially crystallised and payment was delayed because one side continued to resist the settled valuation, interest on the exit price was held payable from the expiry of eight months from the valuation date rather than from the later order date. Receipt of dividends by the shareholders did not extinguish the right to the exit price with interest, since dividends were treated as an incident of continuing shareholding until transfer. The earlier direction for payment with interest had attained finality, and shifting the interest start date would effectively amount to a review of that final order. The appeal therefore failed and the order fixing the minimum valuation with interest was sustained.

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Issues: (i) Whether interest on the exit price of shares was payable from the expiry of eight months from the valuation date of 15.10.2019, or only from the date of the impugned order. (ii) Whether receipt of dividends by the shareholders and the alleged absence of further crystallisation of valuation after the second valuation report disentitled the respondents to interest.

Issue (i): Whether interest on the exit price of shares was payable from the expiry of eight months from the valuation date of 15.10.2019, or only from the date of the impugned order.

Analysis: The valuation figure stood crystallised when the second valuation report was filed in 2019, and the respondents had accepted the minimum value while the appellants continued to object. The delay in completion of the exit payment was attributable to the appellants, and the earlier order directing payment with interest after the stipulated period had attained finality. Any attempt to shift the interest commencement to 2024 would effectively amount to a review of the earlier final order.

Conclusion: The direction to pay interest from the expiry of eight months from 15.10.2019 was upheld.

Issue (ii): Whether receipt of dividends by the shareholders and the alleged absence of further crystallisation of valuation after the second valuation report disentitled the respondents to interest.

Analysis: Dividend receipts were treated as an ordinary incident of continuing shareholding and did not extinguish the right to receive the exit price with interest. The respondents remained entitled to dividends until transfer of shares, and their acceptance of the valuation floor did not eliminate the appellants' obligation once the valuation had already been settled in substance. The objections raised by the appellants were found to be the cause of the prolonged delay, and the equitable nature of the proceedings supported payment of interest.

Conclusion: The respondents were held entitled to interest notwithstanding the receipt of dividends and the appellants' challenge to the valuation process.

Final Conclusion: The impugned order fixing the share price at the minimum valuation and directing payment with interest was sustained, and the appeal failed.

Ratio Decidendi: Where an exit valuation has substantially crystallised and the delay in payment is caused by the party resisting that valuation, the court may direct interest from the earlier contractual or judicially fixed date; receipt of dividends does not defeat the shareholder's right to such interest.

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