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Issues Involved:
1. Whether the affairs of the company were being conducted in a manner oppressive to the respondents. 2. Whether the court ordained the appropriate remedy under section 210 of the Companies Act, 1948. 3. Whether the valuation of the shares at lb315s. 0d. per share was appropriate. Detailed Analysis: 1. Oppressive Conduct: The respondents, who were minority shareholders and managing directors of the company, alleged that the appellant society conducted the company's affairs oppressively. The company was formed with the society holding a majority share and the respondents holding the remaining shares. The society's control extended to having three of its nominees on the company's board. The respondents claimed that the society, after failing to realign the shareholding at par value, sought to depress the value of the company's shares. This was allegedly achieved by diverting business to its own newly formed merchant converting department, which received more favorable terms from the society's mill compared to the company. The society's actions included quoting uneconomic prices to the company for rayon cloth while providing the same to its own department at lower prices. The court found that the society's actions, including the refusal to supply the company at competitive prices and the establishment of a competing business, were part of a deliberate policy to oppress the minority shareholders. The nominee directors of the society, who were also directors of the company, failed to act in the company's interest, thereby conducting its affairs in an oppressive manner. 2. Appropriate Remedy: The court had to determine if the remedy ordered, which was for the society to purchase the respondents' shares at lb315s. 0d. per share, was appropriate under section 210 of the Companies Act, 1948. The section allows the court to provide relief if the company's affairs are being conducted oppressively and if it is just and equitable that the company should be wound up. The court concluded that ordering the society to purchase the shares was a suitable remedy to end the oppression. This remedy was deemed appropriate as it would prevent further prejudice to the respondents and effectively address the oppressive conduct by the society. 3. Valuation of Shares: The valuation of the respondents' shares at lb315s. 0d. per share was contested by the appellants. The court, however, found no basis to interfere with this valuation. The valuation was based on the company's worth before the oppressive conduct had significantly impacted its value. The court noted that the valuation process was thorough and fair, and the amount was well below the value determined by the company's auditors in February 1952. Conclusion: The appeal was dismissed with costs. The court upheld the findings of the First Division that the society had conducted the company's affairs in an oppressive manner towards the respondents. The remedy ordered, which was for the society to purchase the respondents' shares at lb315s. 0d. per share, was deemed appropriate and the valuation was found to be fair and justified.
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