YASHRAJ GOVINDBHAI PATEL Vs. PATEL ENGINEERING COMPANY LIMITED

JUDGEMENT

(1.) Leave granted.

(2.) By consent of learned counsel for parties, the appeal was finally heard. A short question centring round clause 21.3 (a) of the consent terms filed by parties in Company Appeal 2 of 1994 before the learned Company Judge, Bombay high court falls for determination. The said clause reads as under-

(3.) A few facts leading to this appeal may be noted at the outset. Respondent 1, Patel Engineering Company Limited, is a public limited company registered and incorporated under the Companies Act The shares of the company are closely held between two groups who are contesting parties before us. Appellants 1 to 5 represent one group and Respondents 2 to 8 represent the other one We shall refer to the respondents' group as Pravin Patel group and the appellants group as K. Y. Patel group for the sake of convenience. K. Y. Patel group filed Petition No. 28 of 199 1/10/1991 before the Company law Board under the provisions of S. 397 and 398 of the Companies Act, 1956. They contended that the affairs of the Company were conducted in a manner prejudicial to the interest of the Company and public interest They also sought for a direction that the resolutions passed at the Extraordinary General meeting Should not be given effect to. The parties arrived at consent terms signed on 11/2/1993 before the Company Law Board and in pursuance thereof the Company Law Board disposed of the petition by its consent order dated 5/3/1993. The consent terms provided that both groups would deposit their shares with Company Law Board and one Shri M. Vatsaraj would determine the fair value per share. Accordingly. K. Y. Patel group that is the appellants' group deposited 91.702 shares and the respondents' group, that Is Pravin Patel group deposited 1,04,299 shares. Clause 21 of the consent terms reads as under.