JUDGMENT :

I.P. MUKERJI, J.

1. The respondents/plaintiffs, in the early 70s, held ordinary shares in a company Bikaner Gypsums Ltd (the company).

2. The company, for its operation, increasingly became dependent on the appellant No. 1/defendant no. 1 (the appellant) for loans, advances and other forms of assistance. The latter accommodated them but insisted that it should have more control over it and that it should become a public sector undertaking. It informed the share holders of the company about its intention to buy their shares. A vast majority of them agreed to sell their shares. By April, 1973 the appellant had acquired 50% of the company’s issued and paid up share capital and by 14th June, 1973, 97% of its issued share capital. The Company’s name was changed to Rajasthan State Mines and Minerals Ltd, the appellant No. 2/Defendant No. 2.

3. The agreement between the parties was that the consideration for the sale of the shares would be determined by a reputed valuer to be nominated by the Institute of Chartered Accountants. Immediately, the face value of Rs. 10/- per share would be paid to the shareholders and the balance amount would be paid on determination of their value. Rs