1. This Bench by an. order dated 04.01.2008, on hearing the parties before me in terms of the directions of the High Court of Karnataka made in C.A. No. 231 of 2005 and C.A. No. 233 of 2005 appointed M/s Pricewaterhouse Coopers Private Limited, Bangalore ("the Valuer") in order to ascertain the feasibility or otherwise of division of the units belonging to the Company, as specified therein and accordingly, the Valuer, after following the procedure detailed in para 4 and on a detailed analysis in terms of paras 1.6 to 1.11 of the report dated 30.05.2008 concluded that no division of the units belonging to the Company is feasible. The report of the Valuer evoked objections from the petitioner which are met by the respondents, as brought out by their reply.

2. Shri Sajan Poovayya, learned Counsel, representing the petitioners, while forcibly contending that the Valuer's report cannot be relied upon to conclude the feasibility of division of the units reiterated that it is possible to divide the Company into two units, thereby allocating to each contender, for the following, among other reasons:-

mThe parties were given liberty to place their views before the Valuer and further liberty was reserved to be present before the Valuer at the time of considering their case. These directions of the High Court have been reiterated by orders dated 04.01.2008 and 25.02.2008 of this Bench. The Valuer, despite the request made by the first petitioner in his Email communications dated 06.04.2008 and 10.04.2008, ignored the presence of the petitioners, while considering their case. At the persistence of the first petitioner, he was permitted to join the site visit of the Company, but only for a limited time and thereafter the petitioner was not involved, while considering the case, particularly the financial statements, which formed the main conclusions of the report, thereby violating the High Court order. The Valuer considered certain information and materials provided by the respondents, without affording any opportunity to the petitioners to make their submissions on such material contents, which came to be known only from the draft report of the Valuer. The objections raised on the draft report, seeking opportunity were rejected by the Valuer and went on to submit the final report and thereby the petitioners were not given "due and deliberate opportunity" before reaching the exclusions by the Valuer. The first petitioner's participation in the Valuer's exercise is not effective and complete.

mThe analysis of the Valuer to determine the feasibility of division of the units, namely, Animal Health Products Unit (AHP) and Export Oriented Undertaking (EOU), is primarily based on the financial statements and accounts provided to the Valuer by the respondents, who are in the current management of the Company and therefore, the information accessed by the Valuer in arriving at the conclusions in terms of the report is inaccurate and incomplete. The parties did not provide any financial information regarding the future business plans, forecasts etc., and therefore, the feasibility of division suffers from this limitation, as observed by the Valuer in para 3,1 of the report.

m EOU is exporting its entire production of goods, except permissible domestic salts. AHP unit primarily operates in the domestic market and is supported by a different set of production, manufacturing and marketing arrangements. The management always operated the business as two separate units. The common facilities are minimal and can easily be duplicated alter separation of the units. R & D activities are not mandatory for operation of any of the units and this activity can be outsourced and need not co-exist with production facility. EOU and R & D facility are located in different plots and yet a split can be effected in such a manner that EOU retains R & D facility. The Report specifically denotes that barring R & D, the other facilities viz., HHP and AHP divisions are sig