Valuation of dissentient shareholders' interest must use notional sale value, not a simple net-asset apportionment.

Appeals against the decree based on the revised award were maintainable because objections to the revised award, including challenge to an allegedly invalid remittal, could be entertained without a formal application to set aside the award. On valuation of dissentient shareholders' interest under the company-law provision, the arbitrator had wrongly treated the shareholders as co-owners by dividing the company's estimated net assets per ordinary share. The correct basis was the price the interest would fetch in a notional sale immediately before the winding-up resolution, taking assets, liabilities, and other relevant factors into account. The remittal for reconsideration was therefore justified, and the decrees founded on the revised award were sustained.

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Issues: (i) whether the appeals were competent against the decree passed on the revised award; (ii) whether the award was validly remitted and, on merits, whether the arbitrator had adopted the correct basis for valuing the dissentient shareholders' interest under the company-law provision.

Issue (i): whether the appeals were competent against the decree passed on the revised award.

Analysis: The decree was founded on the revised award submitted after remittal. Objections to that revised award were treated as objections challenging its validity, and the court held that a party aggrieved by an invalid remittal could question the revised award on that ground. The absence of a formal application to set aside the revised award was held to be a mere technicality. The appellate challenge was therefore maintainable.

Conclusion: The appeals were held to be competent.

Issue (ii): whether the award was validly remitted and, on merits, whether the arbitrator had adopted the correct basis for valuing the dissentient shareholders' interest under the company-law provision.

Analysis: The arbitrator had valued the dissentients' interest by taking the estimated market value of the company's net assets and dividing it by the number of ordinary shares. The court held that this treated the shareholder as a co-owner of the company's assets and equated the price of the interest with a pro rata share of break-up value, which was legally incorrect. The proper enquiry was the price that the dissentient interest would fetch in a notional sale immediately before the winding-up resolution, taking the company's assets and liabilities into account along with other relevant factors. Since the original award proceeded on a wrong legal basis, remittal for reconsideration was justified.

Conclusion: The remittal was upheld and the revised award was not shown to be invalid.

Final Conclusion: The decrees based on the revised award were sustained, and the shareholders' appeals failed.

Ratio Decidendi: In valuing a dissentient shareholder's interest under the transfer-and-winding-up provision, the arbitrator must assess the price the interest would fetch in a notional sale on the relevant date, not mechanically apportion the company's net assets by shareholding; an award founded on the latter mistaken basis may validly be remitted for reconsideration.

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