ABDUL HADI J.

This original side appeal by the three respondents in C. P. No. 65 of 1987 which was filed by the respondent herein under sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as "the Act"), is against the final order therein dated January 12, 1996, directing the first appellant company to purchase the shares held by the respondent herein and his "wife and children" and to set off against that purchase price the amounts "lawfully due" to the first appellant company from the respondent herein, after valuing the said shares by taking into account the paid-up capital as on the date of the institution of the petition and the "present market value" of the assets owned by the said company less its liabilities as on December 31, 1995. Even though the said impugned order held that the allegations of mismanagement made against the appellants "have not been established" and even though it also held that the conduct of the respondent herein towards the abovesaid company is "far from being praiseworthy", (he having "admittedly" failed to pay to the company the value realised from the sales of stocks of the company and "diverted the funds to his own u