TaxTMI 
TaxTMI 
2015 (3) TMI 623
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....t, 1956, an order was passed on 3rd June, 1996. By the said decree BPJ or his nominees were given the first option to purchase the shares of the respondent no.4. Price Waterhouse Chartered Accountants was appointed valuer to determine the value of the shares and option was to be exercised within two months from the date of communication of the valuation. In default of BPJ exercising option, the respondent nos.4 and 5 were given the option to buy the shares held by BPJ. From the said decree an appeal was filed and such appeal by decree dated 18th September, 1998 was allowed in part. The option given by the Trial Court was varied and the minority shareholders, namely, BPJ Group was directed to sell its shares to the Mahabir Prasad Jalan (M....
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.... MPJ Group to purchase the shares was well understood by the MPJ Group as the BPJ Group was never called upon to exercise its option to purchase by the MPJ Group. The valuation process was never sought to be expedited and no challenge to the valuation report evidences the desire of the MPJ Group to buy out the BPJ Group. Reliance is placed on 2001 (6) SCC 534 for the proposition that an executing Court cannot go behind the decree. As held in AIR 2003 SC 3789, in the event, the decree is not a nullity the same must be carried out. For all the said reasons, orders be passed on this execution application. Counsel for the MPJ Group while opposing the said application submits that the Division Bench by order dated 18th September, 1998 modified t....
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....t as the proceedings were under Section 397 and 398 of the Companies Act, 1956, the main intention of the parties was to remove the deadlock. As the decree is not ambiguous the pleadings need not be looked into. The valuation report has not been challenged in detail and the only bald allegation made is that the value is excessive. The valuation report has not been challenged by a suit. In fact the Company had at no stage cooperated in the valuation process. Having considered the submissions of the parties by this application the decree-holder seeks execution of the modified decree dated 18th September, 1998. By the decree dated 3rd June, 1996 BPJ Group was to purchase the shares of the MPJ Group upon valuation of each share by the valuer....
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....raph is set-out below :- a) "It has been consistently held by different Courts of this Country as well as by the English Courts that the oppressor should be directed buy out the shares of the oppressed and the majority shareholders in the company should never be ousted from the management and should be given the first option to buy out the shareholding of the majority. b) Under the circumstances, the Division Bench of the Hon'ble High Court at Calcutta in its judgment and order dated 18th September 1998 rightly directed sale of shares held by B P Jalan and his group in the said company in favour of myself and my group. &nbs....
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.... while the BPJ Group held 47.50% shares and the discretion exercised by the Trial Court was on a wrong legal principle in not directing the majority, to purchase the shares of the minority and although the relief granted in the order dated 3rd July, 1996 is not unknown in law but an exceptional case ought to have been made out for granting such relief. Therefore, in the light of the discussions contained in the said judgment the order dated 18th September, 1998 was passed and it cannot be contended by the MPJ Group that the default clause exists. The letter of 1st July, 2008 from the MPJ Group is nothing but an attempt to act contrary to its stand before the Appeal Court and recorded in the order dated 18th September, 1998. The said decr....