1. This Bench by an order dated 02.03.2009, thereby disposing C.P. No. 36 of 2005 on merits, with a view to bringing to an end the impasse in the affairs of the Company, directed as under:

"In view of my foregoing conclusions, there are only two shareholders in the Company, namely, the petitioner and the second respondent holding equal number of shares in the Company and that they are the only two directors of the Company. There are irreconcilable differences between them, who cannot see eye to eye, resulting in a deadlock situation. The co-existence of the petitioner and the second respondent is rather impossible in the light of the irredeemable and strained relationship between them. The operations of the Company came to be suspended for over a decade on account of the disputes between the parties, as evidenced from a communication dated 17.12.2003 of the petitioner addressed to the Commercial Tax Office, which is not under dispute. In this situation, the only equitable relief would be, the exit of either of parties from the Company. The Company admittedly owns valuable property, and therefore, both parties will know the net worth of the Company. The petitioner as well as the second respondent is at liberty to quote in sealed covers before the Bench, the competitive price of each share in the Company, agreeing to buy or sell his shares. The person quoting a price higher than the one quoted by the other person shall have the first option to buy the shares of other person. Thereupon, the CLB will give appropriate directions ordering the person quoting higher price to purchase the shares of the other person quoting lower price. Towards this end, the connected parties shall remain present on 15.05.2009 at 2.30 PM. The parties are at liberty to apply, in the event of any difficulty in implementation of the working formalities on the exit of either of them and till such lime the Company's immovable property shall not be alienated or sold, without written concurrence of the petitioner and the second respondent. "

2. The second respondent aggrieved by the aforesaid order preferred an appeal (C.A.No.5 of 2009) before the High Court of Karnataka and ultimately the appeal came to be dismissed on 26.06.2009, thereby affirming the final order of the CLB, which is binding on all the parties to the present proceedings. At the hearing held on 29.07.2009, the sealed covers already filed with the Bench by the petitioner and the second respondent quoting the competitive price for each share in the Company to buy or sell the shares were opened in the presence of the petitioner, his counsel and counsel for the second respondent and accordingly, the following order has been recorded.

^u The price quoted by the petitioner as well as the second respondent is reproduced hereunder:

(a)the petitioner quoted (i) to purchase 900 shares held by the second respondent in the Company at the rate of Rs. 7101 per share and (ii) sell his 900 shares to the second respondent at the rate of higher than Rs. 7101 per share;

(b) the second respondent offered to purchase 900 equity shares held by the petitioner in the Company for a total sum of Rs. 25,00,500/-.

The above quotations have been read out, in the course of the today's proceedings, to the petitioner, his Counsel and Counsel for the second respondent.

The matter will be called on 21.08.2009 at 2.30 PM for further appropriate directions, so as to bring to an end the disputes in entirely between the parties."

3. The second respondent did not appear for the hearing held on 21.08.2009, inspite of noting the date of hearing by learned Counsel for the respondents and therefore the matter was adjourned to 09.09.2009. Shri B, Natarajan, learned Counsel, representing the second respondent filed a Memo dated 07.09.2009 in the course of the hearing held on 09.09.2009, relevant portion of which is reproduced herebelow:

"The II Respondent submits that the II Respondent makes the following offer without prejudice to his right