- (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- "The valuation per share made by the expert shall be deemed to be the valuation per share made under the consent order (including the consent terms) dated 5/3/1993 passed by the CLB. "
(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. "Agreed and ordered that the Company do pay the value per share as determined by the valuer for the shares belonging to K. Y. Patel group and the supporters of K. Y. Patel group in manner following. The said instalments shall include interest on the outstanding amount at 15% per annum from the date of the valuer's decision. The amounts so paid by the company shall remain deposited with M/s Mulla and Mulla and Craigie blunt and Caroe till the entire amount has been paid and the said shares have been duly delivered by Company Law Board to the Company. (I). . % within. . month/months of the receipt by the Company of the Valuation Report but at any rate not before 1/4/1993 plus interest on the entire amount at 15% per annum from the date of the decision till the date of the payment of the instalment. (Ii). . % within. . months of the receipt by the Company of the valuation Report plus interest on the outstanding amount at 15% per annum from the date of the payment of first instalment till the date of the payment of the second instalment. (Iii) the balance. . % within. . months of the receipt by the company of the Valuation Report plus interest on the outstanding amount at 15% per annum from the date of the payment of the second instalment. ";