Judgment S.M. JHUNJHUNUWALA, J.:---On 18th December 1986, the petitioners had filed a Company Petition No. 663 of 1986, inter alia, for winding up of Nandlal Kilachand Investment Pvt. Ltd. (`NKIPL' for short), Dodsal Pvt. Ltd. and Indmag Pvt. Ltd., being respondents Nos. 1, 7 and 9 therein on just and equitable grounds under section 433(f) of The Companies Act, 1956 (for short, `the said Act') and, in the alternative, for reliefs under sections 397 and 398 of the said Act. A Company Application No. 11 of 1987 dated 8th January 1987 was taken out for and on behalf of the petitioners in the said petition for interim and ad-interim reliefs as more particularly set out therein. On 18th December 1986, the petitioners also filed another Company Petition No. 664 of 1986 against the said NKIPL, Rajen Arvindkumar Kilachand and one Puthucode Subramaniam who are described as respondents therein, inter alia, for declaration that the transfer by way of transmission of 1936 shares of NKIPL held by Lilavati Nandlal Kilachand is bad in law, void ab initio, illegal and unauthorised and for rectification of the Register of Membership of shareholders of the said NKIPL by deleting the entry for transmitting the said 1936 shares from the name of Lilavati Nandlal Kilachand to the name of Rajen Arvindkumar Kilachand and by substituting in its place the names of Jyotsna Nalinikant Kilachand and the said Puthucode Subramaniam, the executrix and executor respectively of the estate of Nalinikant Nandlal Kilachand or in the alternative to the names of the petitioners 1/4th of the said 1936 shares i.e. shares of NKIPL to the extent of 121 shares in the name of each of the four petitioners therein. A Company Application No. 10 of 1987 was taken out by the petitioners in the said Company Petition No. 664 of 1986, inter alia, for an order restraining the 2nd respondent herein from dealing with or disposing of and/or exercising the ownership rights and/or voting rights in respect of the said 1936 equity shares of NKIPL held by the said Lilavati Nandlal Kilachand. By his order dated 7th September, 1989 (hereinafter referred to as `the said Order') passed in the said Company Petitions bearing Nos. 663 of 1984 and 664 of 1986, Pendse, J., designated M.L. Bhakta. By his order dated 7th September, 1989 (hereinafter referred to as `the said Order') passed in the said Company Petitions bearing Nos. 663 of 1984 and 664 of 1986, Pendse, J., designated M.L. Bhakta. Solicitor for respondents 1, 2 and 7 to 11 herein, as the person thereunder to decide all questions referred to him for his decision as specified in the minutes of the said Order. Pursuant to the said Order passed by this Court, the said Bhakta as person designated thereunder gave his decision on 28th August 1991 which has been filed by him in this Court and the copies whereof have been served by him on the concerned parties. By this application, the petitioners seek implementation of the said decision given by the said Bhakta. 2. The hearing of the application has proceeded on the footing of denials by the petitioners of the allegations contained in the affidavit dated 24th March, 1992 filed in sur-rejoinder by the 2nd respondent. 3. NKIPL, formerly known as `Bharatex Pvt. Ltd.' was incorporated and registered under The Indian Companies Act, 1913 as a Private Limited Company on 12th April, 1950. The said NKIPL is in effect a glorified partnership and was promoted by the four Kilachand brothers (sons of Nandlal Kilachand) i.e. Arvind, Ramesh, Nalinikant and Ushakant Kilachand. All the shares of the said NKIPL have always been held by the members of the said four families. From 1950 till 23rd August, 1982, 21.8% of the Issued share Capital of the said NKIPL was held by each of the said four brothers and their family members and the balance 12.8% was held by their mother Lilavati, the widow of the late Nandlal Kilachand. Nandlal Kilachand had died on 4th August, 1941 and Lilavati Nandlal Kilachand died on 4th August 1976. Ramesh Nandlal Kilachand died in 1964 leaving behind his wife Leena and three daughters Uma, Bina and Nandini. Arvind Nandlal Kilachand died in 1979 leaving behind his widow - Chandanben, a son-Rajen and a daughter-Bharati. The said Rajen is the 2nd respondent in the said Company petitions. Ushakant Nandlal Kilachand died on 29th November, 1980 leaving behind his widow - Jaya Ushakant. Arvind Nandlal Kilachand died in 1979 leaving behind his widow - Chandanben, a son-Rajen and a daughter-Bharati. The said Rajen is the 2nd respondent in the said Company petitions. Ushakant Nandlal Kilachand died on 29th November, 1980 leaving behind his widow - Jaya Ushakant. Nalinikant Nandlal Kilachand died on 12th March, 1982 leaving behind his widow-Jyotsana who is 1st petitioner in the said Company petitions and three daughters-Hardevi alias Harsha, Kalindi and Radhika, who are petitioners 2, 3 and 4 respectively in the said Company petitions. 4. The said Lilavati Nandlal Kilachand held 1936 equity shares of NKIPL. The petitioners as the next of kin to the said Lilavati Nandlal Kilachand have been entitled each to 121 equity shares of the said NKIPL held by the said Lilavati Nandlal Kilachand. The said Rajen got transferred (according to petitioners illegally and unauthorisedly) the said 1936 equity shares of NIKPL to his name. 5. The said Dodsal Pvt. Ltd. and the said Indmag Pvt. Ltd. are wholly owned subsidiary companies of the said NKIPL. The said Dodsal Pvt. Ltd. owns 100 per cent of the share of Dodsal GmbH, a company incorporated and/or constituted according to the laws of West Germany. 6. According to the petitioners, the said Rajen who is 2nd respondent sought to divert and exclusively appropriate the profits and benefits of the business of the said NKIPL and sought to harass and oppress the petitioners with a view to coerce them into surrendering their shareholdings in the said NKIPL. The said Rajen sought to obstruct and deny the petitioners exercise of their rights in respect of shares held by the said Nalinikant Nandlal Kilachand in the said NKIPL. It is also the case of the petitioners that the said Rajen illegally misappropriated a sum of Rs. 12 lakhs from the said Dodsal Pvt. Ltd. and fraudulently utilised the same to acquire in his name 3316 equity shares belonging to the said Ramesh Nandlal Kilachand family. In the circumstances set out in detail in the said Company Petition No. 663 of 1986 filed by the petitioners, according to the petitioners, continuance of the said NKIPL and its business and affairs would have benefited only the said Rajen who would have perpetuated and continued his acts of misfeasance. In the circumstances set out in detail in the said Company Petition No. 663 of 1986 filed by the petitioners, according to the petitioners, continuance of the said NKIPL and its business and affairs would have benefited only the said Rajen who would have perpetuated and continued his acts of misfeasance. Accordingly, the petitioners filed the said Company Petition No. 663 of 1986 to have the said NKIPL, the said Dodsal Pvt. Ltd. and the said Indmag Pvt. Ltd. wound up by and under the directions of this Court and for other reliefs as prayed for therein. 7. According to the petitioners, on the death of the said Lilavati and of the four brothers as mentioned above, their families were equally entitled to the said 1936 equity shares of the said NKIPL i.e. each brother's branch was entitled to 484 shares of the said NKIPL as the owner of such shares. However, till March, 1982, the said 1936 shares continued to stand in the name of the said Lilavati since one or more of the four brothers were in the control and management of the said NKIPL and its business and affairs. Since the said Rajen thereafter got the said 1936 shares transferred to his name, the petitioners filed the said Company Petition No. 664 of 1986 for the reliefs prayed for therein. 8. At the time of hearing of both the said petitions, Pendse, J., held that all the said Companies and especially the said Dodsal Pvt. Ltd. and the said Indmag Pvt. Ltd. were flourshing Companies with large turn overs and that in the circumstances of the case, the fair order would be that the petitioners, who are the successors of the said Nalinikant Nandlal Kilachand, should get a fair value of their holdings of 25% in the said Companies. Accordingly, Pendse, J., made suggestion to learned Counsel who then appeared before him in the said respect, who after taking instructions from their respective clients, agreed to the course suggested by Pendse, J. Minutes of Order in both the Company Petitions were prepared and tendered before Pense, J., which were taken on record and order in accordance with the said minutes was passed by Pendse, J., in both the said Company petitions on 7th September, 1989. Under the said Order, the shares held by the petitioners in the said NKIPL alongwith all other shares that the petitioners might be entitled to in the said NKIPL were by mutual agreement of all the parties to both the said Company petitions ordered to be valued by the said M.L. Bhakta, Solicitor for the said NKIPL, Rajen, Dodsal Pvt. Ltd., One Dodsal Manufacturing Pvt. Ltd., Indmag Pvt. Ltd., Dodsal GmbH and one Dodsal Technologists and Contractors (P) Limited, who are respondents 1, 2, 7, 8, 9, 10 and 11 in the said Company Petition No. 663 of 1986 and the petitioners therein were to be paid the value of such shares as per valuation of the said Bhakta. The mode, manner and quantum of such payment was to be decided by the said Bhakta in his absolute discretion and even without reference to any of the parties to the said Company petitions. The shares of the petitioners were to be transferred/disposed off/dealt with in such manner as might be decided by the said Bhakta in his sole discretion. The said Bhakta was vested with all powers and complete discretion to decide all questions referred to him for his decision. However, he was not to act as an arbitrator in any manner but only as a person appointed under the orders of the Court. (emphasis supplied.). All outstanding disputes or differences between the parties to the said Company petitions in addition to those in the said Company petitions, and including, but not limited to the disputes pertaining to the estate of the said Lilavati and the assets of Nandlal Kilachand HUF were also to be resolved as per directions of the said Bhakta which directions were to be final and binding on all parties and were to be implemented as per directions of the said Bhakta. It was further ordered that for carrying out directions of the said Bhakta, the petitioners would apply for such permissions of such authorities, including the permission of the Reserve Bank of India as might be necessary for effective implementation of such directions. The parties to the said Company petitions agreed to obtain such orders from the Court as might be necessary for implementation of directions as might be given by the said Bhakta. The parties to the said Company petitions agreed to obtain such orders from the Court as might be necessary for implementation of directions as might be given by the said Bhakta. The said Dodsal Pvt. Ltd. were permitted to dispose off the premises in the building known as `Raheja Centre' which by reason of ad-interim order of injunction earlier passed by this Court could not be disposed off. 9. In pursuance of the said Order, the said Bhakta held numerous meetings with the parties concerned and/or their respective advocates, counsel and advisors and also considered various papers and documents submitted to him by the parties and after considering all such papers and documents and having considered the submissions of the parties and/or their respective advocates, counsel and advisors gave his decision on 28th August, 1991 (for short, `the said decision'). By the said decision, the said Bhakta declared that the petitioners are entitled to an aggregate number of 3,800 equity shares of Rs. 100/- each in the said NKIPL which include 484 equity shares being 1/4th share of the petitioners in the said 1936 equity shares left behind by the said Lilavati. The said Bhakta decided aggregate value of the said 3,800 equity shares at Rs. 4 crores, which value, according to the said Bhakta, was agreed to and accepted by the parties to the minutes of the said Order. The said Bhakta directed the petitioners to sell their respective shares in the said NKIPL to the said Rajen and/or his nominee or nominees or assignees and to the said Rajen to purchase the said shares by himself or through his nominee or nominees or assignees at or for the aggregate price of Rs. 4 crores. The said Rajen was directed by the said Bhakta to pay by himself or cause his nominee of nominees or assignees to pay to the petitioners the purchase price of Rs. 4 crores together with interest in the manner set out by him in the said decision. The said Bhakta gave further directions as recorded in the said decision. 10. As per Clause 4(i) of the said decision, the said Rajen was to pay to the petitioners the sum of Rs. 50 lakhs on or before 15th September 1991 which the said Rajen did not pay. The said Bhakta gave further directions as recorded in the said decision. 10. As per Clause 4(i) of the said decision, the said Rajen was to pay to the petitioners the sum of Rs. 50 lakhs on or before 15th September 1991 which the said Rajen did not pay. On 4th September 1991, the petitioners through their Advocate got a letter addressed to the Advocates for respondents 1, 2, 7, 8, 9, 10 and 11, requesting them to confirm whether the said respondents accepted the said decision of the said Bhakta to enable the petitioners to take steps to withdraw the caveat as per the directions of the said Bhakta contained in Clause 10 of the said decision. On 4th September 1991, the advocates for respondents 1, 2 and 7 to 11 addressed a letter to the former advocate for the petitioners informing that they were obtaining instructions from their clients and would revert to him immediately on receipt of instructions from the said respondents. Since there was no further communication from the said respondents, the petitioners through their former advocate got a further letter dated 1st October 1991 addressed to the advocates for respondents 1, 2 and 7 to 11 and again called upon the said respondents to confirm by 4th October 1991 as to whether their clients would accept the said decision of the said Bhakta. Since the present Advocates for respondents 1, 2 and 7 to 11 informed the former advocate for the petitioners that the present Advocates for respondents 1, 2 and 7 to 11 were acting for them in the matter, the petitioners through their Advocates letter dated 19/23rd October 1991 addressed a letter to the present advocates for the said respondents and while recording the facts till then happened in the said letter, informed the present advocates for the said respondents that the petitioners were willing to do all acts, deeds and things required to be done by them in accordance with the directions of the said Bhakta contained in the said decision. Through the present advocates for the said respondents, the said respondents were again called upon to pay the petitioners the said sum of - Rs. 50 lakhs with interest as mentioned in the said decision and also to confirm that they would honour their all obligations thereunder and make further payments payable thereunder on their respective due dates. Through the present advocates for the said respondents, the said respondents were again called upon to pay the petitioners the said sum of - Rs. 50 lakhs with interest as mentioned in the said decision and also to confirm that they would honour their all obligations thereunder and make further payments payable thereunder on their respective due dates. By the said letter, the petitioners also conveyed to the said respondents that in the event of the said respondents not making payment of the said sum of Rs. 50 lakhs within the time stipulated therein, the petitioners would apply to this Court for appropriate orders. The said respondents did not comply with the said decision given by the said Bhakta. The said letter was even not replied by the said respondents. The petitioners have always been ready and willing to carry out their part of obligations under the said decision. The respondents 2 and 7, while acting upon the said order passed by - Pendse, J., disposed off the said premises at Raheja Centre and thereby received sizable amount which according to the petitioners exceeded Rs. 5 crores. Since the said respondents have deliberately failed and neglected to comply with the said decision which is final and binding on all the parties and is required to be implemented by the parties concerned, the present application has been taken out by the petitioners for implementation thereof. 11. On behalf of respondents 1, 2 and 7 to 11 the said Rajen has filed his affidavit in reply to this application. On behalf of respondents 4, 5 and 6, one Jaya Ushakant Kilachand, the Constituted Attorney of respondents 4, 5 and 6 has filed an affidavit in reply to the application. 12. According to respondents 1, 2 and 7 to 11 (for short, `these respondents'), the said Bhakta was required to value the shares held by the petitioners in the said NKIPL and that the said Order passed in terms of the minutes was based on the understanding that the petitioners were to be paid the value of such shares and a suitable scheme for payment was to be formulated by the said Bhakta. It is also the case of these respondents that subsequent to the passing of the said Order, various meetings were held before the said Bhakta and though the negotiations had taken place, it was not possible to arrive at a mutually agreeable value of the petitioners shares and accordingly the valuation was required to be made by the said Bhakta. These respondents have further stated that a meeting was fixed before the said Bhakta on 9th February 1991 for finally hearing the parties. However, on that day, a meeting took place between the said Jyotsna (the 1st petitioner), the said Rajen (the 2nd respondent), one S.C. Kothari, Bharati S. Parekh and Togibai C. Amin, a well wisher and family friend and at such meeting it was agreed that the said order would be varied to the extent that the 2nd respondent would be willing to purchase the shares of the petitioners at a subsequent date, the time, price and modalities whereof would be decided by the said Yegibai C. Amin and not by the said Bhakta. According to these respondents, this agreement was subject to the said order being modified with the consent of respondents 4, 5 and 6 to the said Company Petition No. 663 of 1986. It is also the case of these respondents that the said NKIPL is an investment Company whose main asset is the construction company viz., the said Dodsal Pvt. Ltd., the 7th respondent in the said Company Petition No. 663 of 1986 and as a result of Gulf War which broke out in the month of January 1991, large parts of the machinery worth crores of rupees which were lying in Iraq were destroyed and/or rendered unuseful and consequently the contracts of the said 7th respondent Company for construction entered in Iraq came to an end. In the circumstances, according to these respondents, the 2nd respondent addressed a letter dated 7th March 1991 to the said Bhakta pointing out that the situation in Gulf would have tremendous impact on the value of the shares of the said NKIPL and that as a result of the Gulf War the condition of the said NKIPL was precarious and as such, the said Bhakta was requested to consider all these facts while arriving at the valuation of the shares. These respondents have further stated that in reply to the said letter dated 2nd March 1991, the said Bhakta addressed a letter to the 2nd respondent on 11th March 1991 wherein he stated that the price of the shares had already been agreed even prior to the passing of the said order at Rs. 4 crores and that the said Bhakta was required to consider the circumstances existing on the date of the said order and was not concerned with the subsequent events. According to these respondents, the 2nd respondent had thereafter submitted to the said Bhakta a proposal of the scheme by which the petitioners would be paid the value of their shares. However, before further discussions could take place, the said Bhakta suddenly addressed a letter to the 2nd respondent being the letter dated 28th August 1991 forwarding along therewith his decision and informing that he would be filing the same in this Court. It is the case of these respondents that directions given by the said Bhakta in his said decisions are totally beyond the scope of the said order and are clearly not in accordance with the mandate of the said order. It is also the case of these respondents that the said directions are bad in law, totally arbitrary, void, illegal and ineffectual. 13. In the affidavit filed by the said Jay Ushakant Kilachand, it is contended that respondents 4, 5 and 6 are the executors and trustees of the Will of late Ushakant Kilachand who died on 29th November, 1980 and that the said decision containing directions given by the said Bhakta is null and void. It is also stated that respondents 4 to 6 have been completely disregarded and kept out of the proceedings before the said Bhakta and that respondents 4 to 6 had at no time agreed to or accepted the valuation of the shares. It is further stated that the said decision is patently illegal, beyond the scope of the authority of the said Bhakta and is not in accordance with the said order. 14. Mr. It is further stated that the said decision is patently illegal, beyond the scope of the authority of the said Bhakta and is not in accordance with the said order. 14. Mr. Chagla, the learned Counsel appearing for the petitioners, has submitted that the said Bhakta acted as the Solicitor for respondents 1, 2 and 7 to 11 till communication of his decision on 28th August 1991 and the petitioners had agreed to sell the said shares at the valuation of the said solicitor for the 2nd respondent in the Company petition filed under sections 397 and 398 of the said Act. The Court in its wisdom having passed the said order, had appointed the said Bhakta as Persona Designata and the said Bhakta was to decide the matters mentioned therein in his sole discretion. The said Bhakta was also empowered to decide further matters though not bound to do so. Mr. Chagla further submitted that if the said Bhakta chose to decide other matters, his decision in respect thereof was agreed to be final and binding on all the parties. Mr. Chagla submitted that the said order of this Court passed on 7th September 1989 in the said Company Petition is neither void nor illegal. In the submission of Mr. Chagla, the said order has as a matter of fact been accepted by the parties to the said Company petitions as no proceedings have been instituted to get the same declared as void and illegal and no appeal therefrom was preferred. Mr. Chagla has further submitted that even according to the 2nd respondent the said order is void and illegal because in the changed circumstances, it is ruinous to him. There is no illegality attached to the said order and the said order is not bad in law. The respondents in the said Company petitions were represented by counsel and their legal advisors at the time of entering into the agreement which culminated into signing of the minutes of the said order and the Learned Judge having satisfied himself that what he was doing was within the four corners of law and not exceeding his powers, passed the said Order in terms of the said minutes which is valid, legal and binding on all the parties concerned. The Court while passing the said Order had considered as to whether there could be delegation to the said Bhakta and thereafter passed the said Order. It is now not open to consider whether there could have been delegation to the said Bhakta. The respondents are estopped from challenging the authority of the said Bhakta more particularly in view of the fact that all parties concerned had participated in the proceedings before the said Bhakta. Mr. Chagla has further submitted that the respondents can not be permitted to approbate and reprobate. Under the said Order passed by this Court, the 7th respondent was permitted to sell and/or dispose off the premises at Raheja Centre. The 7th respondent while accepting the said Order has acted upon the same and disposed off the said premises at Raheja Centre which the 7th respondent could otherwise not dispose off by reason of statement of learned Counsel for respondents 1, 2 and 7 to 11 earlier made to this Court. Mr. Chagla further submitted that value of the shares in question has been decided and what followed subsequently is of no consequence. The decision of the said Bhakta is required to be translated as an order of this Court. In the submission of Mr. Chagla, the reference made by this Court to the said Bhakta, the Persona Designata under the said Order for valuation has been within the purview of section 402 of the said Act and the valuation in pursuance thereof made by the said Bhakta is open to no challenge at all. 15. Earlier Mr. Jethmalani and subsequently Mr. Cooper, the learned Counsel appearing for respondents 1, 2 and 7 to 11 have made submissions on behalf of respondents 1, 2 and 7 to 11. Initially Mr. Jethmalani had submitted that notice was required to be given to the Central Government in compliance with the provisions of section 400 of the said Act before any final order could be passed in the said Company Petition No. 663 of 1986 since requirement of service of such notice is mandatory. Mr. Jethmalani further submitted that as notice contemplated by section 400 of the said Act was not given to the Central Government, the said order is null and void. However, since the requisite notice to the Central Government was duly served and Mr. Mr. Jethmalani further submitted that as notice contemplated by section 400 of the said Act was not given to the Central Government, the said order is null and void. However, since the requisite notice to the Central Government was duly served and Mr. T.R. Rao, learned Counsel had appeared in the proceedings of the said Company Petition No. 663 of 1986 on behalf of the Central Government, Mr. Jethmalani, after satisfying about compliance of the provision of section 400 of the said Act, withdrew his objection pertaining to alleged non-compliance of section 400 of the said Act. 16. Mr. Jethmalani then submitted that dispute arising out of breach of any legal right or obligation must be decided by ordinary legal tribunals i.e. the established hierarchy of courts and any agreement by which a party is precluded from exercising this right, is void in law. He further submitted that the only exception is agreement to refer to arbitration under The Arbitration Act, 1940 and as such, the said order is a nullity. Mr. Jethmalani has also submitted that judicial power can not be delegated except as provided in section 75 of the Code of Civil Procedure, 1908 read with Order XXVI thereof and any purported delegation outside this section is void being wholly without jurisdiction. Mr. Jethmalani further submitted that a valuer, referee, mediator or any other person by whatever name called or not called, can answer a question left to him only if this is a step in specific performance or execution of a primary obligation existing between the parties. He has also submitted that no Persona Designata can be clothed with judicial power except by an express statutory provision. When statute confers power (judicial or otherwise) on the holder of a public office, the question often arises whether he exercises it as that public officer or as an individual who happens to hold that office. Persona Disignata in the context of the present case is neither relevant nor meaningful. Mr. Jethmalani has further submitted that the agreement between the parties recorded in the minutes of 7th September, 1989 consists of parts that are mutually reciprocal, interdependent and unseverable and only when the entire agreement is worked out and everything is settled, the totallity of the decision can alone bind morally and legally. Mr. Jethmalani has further submitted that the agreement between the parties recorded in the minutes of 7th September, 1989 consists of parts that are mutually reciprocal, interdependent and unseverable and only when the entire agreement is worked out and everything is settled, the totallity of the decision can alone bind morally and legally. The differences and disputes mentioned therein are of a kind that can not be legally left to be decided to anyone except an arbitrator and as such, the entire agreement is void and unenforceable. He has further submitted that the said agreement is void for uncertainty and also by reason of consideration being unlawful and opposed to public policy. He has also submitted that even if the valuation is to be accepted, the remaining powers can only be exercised by the Court under section 402 of the Act and at best, the said decision of the said Bhakta can only be treated as a recommendation and as such, the Court must hear all parties. Mr. Jethmalani has further submitted that assuming that powers were lawfully delegated to the said Bhakta, the said Bhakta has not acted within the terms and parameters of the delegation. He was to value or decide other matters on merits and not enforce an alleged agreement on the part of 2nd respondent. In his submission, the said decision is not such a decision as was contemplated by the said Order. Mr. Jethmalani has also submitted that the said decision is not an executable decision capable of being converted into a rule of the Court and as such, the Judge's summons is not competent and is liable to be dismissed as misconceived. Mr. Jethmalani has further submitted that the said decision is not from judicial review and the Court must examine it from the point of view of law and equity and arrive at its own decision after hearing the parties since the power under section 397 and 398 of the said Act can not be exercised in accordance with the binding decision of any one else or compromise of parties or by arbitration or any other process resembling it. Mr. Mr. Jethmalani lastly submitted in alternative that the said decision is subject to judicial review and is liable to be ignored if it is shown that : a) it applies a wrong principle of valuation; (b) it proceeds on a factual assumption that is false or takes into account a disputed or non-existing fact; (c) it fails to apply its mind to a relevant factor or ignores it when expressly brought to notice; (d) it arrives at a conclusion which is perverse, in the sense that no reasonable person could have reached it; (e) the process of decision making adopted is unfair or arbitrary qua one or the other party; (f) it is incomplete as partial decisions are not expressly permitted; or (g) any part of it is outside the scope of authority conferred. 17. Mr. Desai, the learned Counsel appearing for respondents 4, 5 and 6 has submitted that under the said Order passed by the Court on 7th September, 1989, all parties were required to be heard by the said Bhakta. Since all parties were, in the submission of Mr. Desai, not heard by the said Bhakta there is violation of the said Order. Mr. Desai has further submitted that the said Bhakta was exercising quasi judicial power and exercise of such a power can not be beyond the principles of natural justice and also can not be beyond judicial serutiny. In the submission of Mr. Desai, the said Bhakta has violated principles of natural justice by not giving any notice of hearing before him to respondents 4, 5 and 6 and also by not enquiring from them about their disputes in the matter. According to Mr. Desai, in the circumstances the discretion vested with the said Bhakta is reviewable by the Court. Mr. Desai has also submitted that though the said decision given by the said Bhakta records that all parties were heard by him, it is manifestly false. Mr. Desai has further submitted that the said Bhakta either acted without jurisdiction or in excess of jurisdiction. Mr. Desai has also submitted that the record shows that the said Bhakta never gave any notice to respondents 4, 5 and 6, which by itself shows that he was biased in the legal sense as against respondents 4, 5 and 6. In the submission of Mr. Mr. Desai has also submitted that the record shows that the said Bhakta never gave any notice to respondents 4, 5 and 6, which by itself shows that he was biased in the legal sense as against respondents 4, 5 and 6. In the submission of Mr. Desai, the result of such infirmities is either fraud on power or jurisdictional error and as such, the said decision being bad in law is not binding on respondents 4, 5 and 6. 18. Numerous authorities have been cited by the learned Counsel in support of their respective submissions made before me. Mr. Chagla has relied upon unreported judgment of this Court delivered by Pendse, J., on 10th September, 1985 in Suit No. 400 of 1972 (Vaman Ganpatrao Trilokekar others v. Malati R. Raut others)1, wherein a valuer was appointed to value the share of the plaintiffs in the immoveable properties. He has also relied upon unreported judgment of this Court delivered by Mrs. Sujata Manohar, J., on 31st August, 1987 / 1st September 1987, in Company Application No. 95 of 1987 taken out in Company Petition No. 393 of 1983 (Mohinidevi Choraria another v. Apsara Cinema Pvt. Ltd. others)2, wherein while putting reliance on the judgment of Division Bench of this Court in the case of (Vadilal Chatrabhuj Gandhi v. Thakorelal Chimanlal)3, reported in 55 Bom.L.R. 629, it has been held that the mere description of a person as a valuer or an arbitrator shall not determine the issue; one has to examine his actual position in order to decide whether he was a valuer or an arbitrator. Mr. Chagla has also put reliance on the case of (G.F. Angadi v. Y.S. Hirannayya)4, reported in (1972)1 S.C.C. 191 , where the Supreme Court has held that orders of Court are always valid unless otherwise set aside in appropriate proceedings. Reliance has also been placed on the case of (Cosmosteels P. Ltd. others v. Jairam Das Gupta others)5, reported in (1978)48 C.C. 312, wherein the Supreme Court has held that even if a petition under sections 397 and 398 of the said Act is being disposed of on a compromise between the parties, the Court before sanctioning the compromise, would certainly satisfy itself that the direction proposed to be given by it pursuant to consent terms, could not adversely affect or jeopardise the interest of the creditors. Similar view has been taken by this Court in the case of (L. Jai Kulbir Singh another v. Kolly and Henderson Pvt. Ltd.)6, reported in (1980)50 C.C. 646 on which also reliance was placed by Mr. Chagla. In the case of (Shanti Prasad Jain v. Union of India)7, reported in 75 Bom.L.R. 778 on which also reliance has been placed by Mr. Chagla, the Division Bench of this Court has made a clear distinction between compromise that is sought to be made in the proceeding under sections 397 and 398 of the said Act and the compromise effected in ordinary litigation like suits between private parties. The consideration of interest of company concerned and public interest relevant in compromise under sections 397 and 398 of the said Act is not with which the Court is concerned while considering whether the compromise between private parties in ordinary litigation should be recorded or not. Mr. Chagla has also put reliance on the case of (Ittyavira Mathai v. Varkey Varkey another)8, reported in A.I.R. 1964 S.C. 907, where it has been held that if the suit was barred by time and yet, the Court decreed it, the Court would be committing an illegality and therefore the aggrieved party would be entitled to have the decree set aside by preferring an appeal against it. The Apex Court further held that it is well settled that the Court having jurisdiction over the subject matter of the suit and over the parties there to, though bound to decide right may decide wrong; and that even though it decided wrong it would not be doing something which it had no jurisdiction to do. Reliance has also been placed on the case of (Hirachand Kothari v. State of Rajasthan another)9, reported in A.I.R. 1985 S.C. 998, wherein it has been held by the Supreme Court that where a party refers to a third person for some information or an opinion on a matter in dispute, the statements made by the third person are receivable as admissions against the person referring. Reliance has also been placed on the case of (Mamleshwar Prasad another v. Kanahaiya Lal)10, reported in A.I.R. 1975 S.C. 907, where the Supreme Court has held that a litigant cannot play fast and loose with the Court. Mr. Reliance has also been placed on the case of (Mamleshwar Prasad another v. Kanahaiya Lal)10, reported in A.I.R. 1975 S.C. 907, where the Supreme Court has held that a litigant cannot play fast and loose with the Court. Mr. Chagla has also relied upon the case of (Union of India v. J.N. Sinha another)11, reported in A.I.R. 1971 S.C. 40 in support of his submission that rules of natural justice are not embodied rules nor can they be elevated to the position of fundamental rights. Their aim is to secure justice or to prevent miscarriage of justice. These rules can operate only in areas not covered by any law validly made. They do not supplant the law but supplement it. Reliance has also been placed on the case of (H.S. Dass v. Union of India others)12, reported in A.I.R. 1987 S.C. 593, in which it has been held that rules of natural justices are not rigid rules, they are flexible and their application depends upon the setting and the background of statutory provision, nature of the right which may be affected and the consequences which may entail, its application depends upon the facts and circumstances of each case. It is further held that these principles do not apply to all cases and situations. Applications of these uncodified rules are often excluded by express provision or by implication. In the case of (D.L. Miller and Co. Ltd. v. Dalurag Gogen Mull)13, reported in A.I.R. 1956 Cal. 361, on which also the reliance has been placed by Mr. Chagla, it has been held by the Calcutta High Court that where the contract of arbitration itself prescribes a private procedure of its own, then so long as such agreed private procedure is not against the laws and the statutes of the land, then such agreed procedure must prevail over the notions and principles of natural justice. In the case of (Damodar Pershad Gupta v. M/s. Saxena Co. Ltd.)14, reported in A.I.R. 1959 Punjab 476 on which also reliance has been placed by Mr. Chagla, it is held that the procedure before arbitrators may be regulated either by the statute or by agreement of submission. Where the procedure is prescribed by the agreement of submission and where such procedure is not contrary to the laws of the land, that procedure must prevail. Chagla, it is held that the procedure before arbitrators may be regulated either by the statute or by agreement of submission. Where the procedure is prescribed by the agreement of submission and where such procedure is not contrary to the laws of the land, that procedure must prevail. Same view has been taken by Kerala High Court in the case of (Mathulla Mathulla v. Thomas George another)15, reported in A.I.R. 1962 Kerala 320, on which also reliance has been placed by Mr. Chagla. In support of his submission that respondents are not entitled to approbate and reprobate, Mr. Chagla has relied upon the case of (Nagubai Ammal others v. B. Sharma Rao others)16, reported in A.I.R. 1956 S.C. 593, whereat the law as stated in Halsbury's Laws of England, has been cited with approval. On principle of promissory estoppel, Mr. Chagla has relied upon the case of (M/s. Motilal Padampat Sugar Mills Co. Ltd. v. The State of Uttar Pradesh others)17, reported in A.I.R. 1979 S.C. 421. In support of his submission that the valuation made by the said Bhakta is not challengeable, Mr. Chagla has relied upon the case of (Jenes others v. Sherwood Computer Services PLC)18, reported in (1992)1 Weekly Law Reports, 277, where it has been held by Court of Appeal that where parties had agreed to be bound by the report of an expert, the report, whether or not it contained reasons for the conclusion in it, could not be challenged in the Court on the ground that mistakes had been made in its preparation unless it could be shown that the expert had departed from the instructions given to him in a material respect; and so long as the expert had done precisely what he had been asked to do and there was no question of bad faith, his determination was not subject to challenge by a party. Reliance has also been placed on the case of (Campbell v. Edwards)19, reported in (1976)1 Weekly Law Reports 403, which has been cited with approval before the Court of Appeal in the case of Jenes v. Sherwood Services PLC, (supra), whereat Lord Denning M.R. has summarised the law on the subject at page 407 as under : "It is simply the law of contract. If two persons agree that the price of property should be fixed by a valuer on whom they agree, and he gives that valuation honestly and in good faith, they are bound by it. Even if he has made a mistake they are still bound by it. The reason is because they have agreed to be bound by it. If there were fraud or collusion, of course, it would be very different. Fraud or collusion unravels everything". The above statement was, as a matter of principle and disregarding the earlier authorities, endorsed by Megaw, L.J., in (Baber v. Kenwood Manufacturing Co. Ltd.)20, reported in (1978)1 Lloyd's Rep. 175, on which also reliance has been placed by Mr. Chagla. It is in line with the passage cited by Sir David Cairns in Baber's case, at P. 181, from the judgment of Sir John Strange M.R. in (Belchier v. Reynolds)21, (1754)3 Keny. 87, 91 : "Whatever be the real value is not now to be considered, for the parties made Harris their Judge on that point; they thought proper to confide in his judgment and skill and must abide by it, unless they could have made it plainly appear that he had been guilty of some gross fraud or partiality." 19. In support of his submissions, Mr. Jethmalani has relied upon the case of Cambell v. Edwards, (1976)1 All E.R. 785, where it has been held that where two parties had agreed that the price of property was to be fixed by a valuer on whom they so agree and the valuer gave his valuation honestly and in good faith in non-speaking report, i.e. one that did not give reasons or calculations, the valuation could not be set aside by either party on the ground that the valuer had made a mistake, for, in the absence of fraud or collusion, the valuation was binding on the parties by contract. Reliance has also been placed on the case of (Arenson v. Arenson another)22, reported in 1973(2) All E.R. 235. In the case of (Subir Kumar Basu v. New Central Group Engineering Pvt. Ltd. others)23, (1986)59 Company Cases 222, on which reliance has been placed by Mr. Reliance has also been placed on the case of (Arenson v. Arenson another)22, reported in 1973(2) All E.R. 235. In the case of (Subir Kumar Basu v. New Central Group Engineering Pvt. Ltd. others)23, (1986)59 Company Cases 222, on which reliance has been placed by Mr. Jethmalani, where on the facts of the case it was held that the valuer was not appointed by consent of the parties and there was no dispute between the parties which was referred to the valuer so that he could not be held to be an arbitrator appointed by the parties. It was further held that the chartered accountant was appointed in the same manner as a special officer to make a report to the Court on the valuation of the shares of the Company which the Court intended to treat as a piece of evidence. It was further held that the hearing given by the valuer was ineffective, incomplete and vitiated as the parties did not knew and were kept unaware of the material evidence on which the valuer proceeded and this was sufficient to set aside the report of the valuer. Reliance has also been placed on the case of (Shree Sadul Textiles Ltd. others v. M/s. Raja Textiles Ltd., Rampur others)24, reported in 1973 Taxation Law Reports 2119, where it has been held that the jurisdiction of the Court under sections 397 and 398 of the said Act is of a regulatory character and it can not be delegated to be exercised by any other authority nor can the petition be the subject matter of the compromise. In the case of (Sasanka Sekhar Pal others v. Dinanath Gorain others)25, reported in A.I.R. 1952 Patna 271, on which the reliance has also been placed by Mr. Jethmalani, it has been held that under Order 26, Rule 9 or under any other provisions of the Code of Civil Procedure, 1908, a Court can not bind a Commissioner to discharge a judicial function. In this connection reliance has also been placed on the case of (Jaiswal Coal Co. v. Fatehganj Co-operative Marketing Society Ltd.)26, reported in A.I.R. 1975 Calcutta 303. In support of his submission to the effect that any delegation to discharge the judicial function in contravention of law even if made by consent of the parties is voidable, Mr. In this connection reliance has also been placed on the case of (Jaiswal Coal Co. v. Fatehganj Co-operative Marketing Society Ltd.)26, reported in A.I.R. 1975 Calcutta 303. In support of his submission to the effect that any delegation to discharge the judicial function in contravention of law even if made by consent of the parties is voidable, Mr. Jethmalani has relied upon the case of (Naresh Shridhar Mirajkar others v. State of Maharashtra another)27, reported in A.I.R. 1967 S.C. 1 and the case of (Gora Lillian Hepharson v. Oran Lao Mopherson)28, reported in A.I.R. 1936 P.C. 246. Mr. Cooper, has put reliance on the case of (Mrs. Malati Ramchandra Raut others v. Mahadevo Vasudeo Joshi others)29, reported in A.I.R. 1991 S.C. 700, where it has been held that when the right to buy shares arises and becomes crystalised, the date with reference to which the valuation of the shares in question is to be made is the date on which the right arises. In this connection reliance has also been placed on the case of (Dean v. Prince others)30, reported in 1954(1) All E.R. 749. In the case of (Union Carbide Corporation v. Union of India)31, reported in A.I.R. 1992 S.C. 248, on which also reliance has been placed by Mr. Cooper, it has been held that illegalities are incurable. It is further held that the validity and durability of a consent order are wholly dependent on the legal validity of the agreement, on which it rests. Such an Order is an enable to be set aside on any ground which would justify a setting aside of the agreement itself. 20. Mr. Desai has relied upon the case of (Needle Industries (India) Ltd. others v. Needle Industries Newey (India) Holdings Ltd. others)32, reported in A.I.R. 1981 S.C. 1298, in support of his submission that where the conduct has been contrary to documents parties must go for evidence. He has also relied upon the case of (National Textile Workers Union etc. v. P.R. Ramakrishnan others)33, reported in A.I.R. 1983 S.C. 75, in support of his submission that the respondents 4, 5 and 6 were entitled to be heard in the proceedings before the said Bhakta as applicability of principles of natural justice is not restricted to Administrative Law only. v. P.R. Ramakrishnan others)33, reported in A.I.R. 1983 S.C. 75, in support of his submission that the respondents 4, 5 and 6 were entitled to be heard in the proceedings before the said Bhakta as applicability of principles of natural justice is not restricted to Administrative Law only. Reliance has also been placed on the case of (Swadeshi Cotton Mills v. Union of India, etc.)34, reported in A.I.R. 1981 S.C. 818, where it has been held that a quasi-judicial or administrative decision rendered in violation of the audi alteram partem rule, wherever it can be read as an implied requirement of the law, is null and void. Mr. Desai has also relied upon the case of (S.L. Kapoor v. Jegmohan others)35, reported in A.I.R 1981 S.C. 136, where it has been held that where on the admitted or indisputable facts only one conclusion is possible and under the law only one penalty is permissible, the Court may not issue its writ to compel the observance of natural justice, not because it approves the non-observance of natural justice but because courts do not issue futile writs. But it will be a pernicious principle to apply in other situations where conclusions are controversial, however slightly, and penalties are discretionary. It is further held by the Supreme Court in that case that it is again absolutely basic to our system that justice must not only be done but must manifestly be seen to be done. In the case of (S.C. Jaisinghani v. Union of India others)36, reported in 1967 S.C. 1427 on which also reliance has been placed by Mr. Desai, the Supreme Court, in the context of the case before it held that it is important to emphasis that the absence of private power is the first essential of the Rule of Law upon which our whole constitutional system is based. It is further held that in a system governed by rule of law, discretion, when conferred upon executive authorities, must be confined within clearly defined limits. In the case of (S. Partap Singh v. State of Punjab)37, reported in A.I.R. 1964 S.C. 72, on which also reliance has been placed by Mr. Desai, it has been held that if the act of the authority is in excess of the power granted or is an abuse or misuse of power the matter is capable of interference and rectification by the Court. Desai, it has been held that if the act of the authority is in excess of the power granted or is an abuse or misuse of power the matter is capable of interference and rectification by the Court. It is further held that in such an event, the fact that the authority concerned denies the charge of mala fides, or asserts absence of oblique motives or of its having taken into consideration improper and/or irrelevant matter does not preclude the Court from enquiring into the truth of the allegations made against the authority and offering appropriate reliefs to the party aggrieved by such illegality or abuse of power in the event of allegations being made out. Reliance has also been placed by Mr. Desai on the case of (Union of India v. Tarachand Gupta Bros.)38, reported in A.I.R. 1971 S.C. 1558, where in the context of Sea Customs Act, 1878, the Supreme Court has said that the words "a decision or order passed by officer of custom" under Sea Customs Act, 1878 used in section 118 thereof, must mean a real and not a purported determination. The determination which takes into consideration factors which the officer has no right to take into account, is no determination. In such cases, the provision excluding jurisdiction of Civil Court can not operate so as to exclude an enquiry. It is further held by the Supreme Court that the principle is that the exclusion of the jurisdiction of the civil courts is not to be readily inferred. In the case of (M.L. Sethi v. P.P. Kapur)39, reported in A.I.R. 1972 S.C. 2379, it has been held that the word `jurisdiction' in section 115 of Code of Civil Procedure, 1908, is a verbal cast of many colours. Originally the word meant `the entitlement to enter upon the enquiry in question'. In this primitive sense, the difference between jurisdictional error and error of law within jurisdiction has been reduced almost to vanishing point. Mr. Desai has also relied upon the case of (N. Parthasarathy v. Controller of Capital Issues)40, reported in A.I.R. 1991 S.C. 1420 : 1992(2) Bom.C.R. 327 . In the case of (Venkata Subbayya another v. Venkataramanayya others)41, reported in A.I.R. 1930 Madras 646, on which reliance has been placed by Mr. Mr. Desai has also relied upon the case of (N. Parthasarathy v. Controller of Capital Issues)40, reported in A.I.R. 1991 S.C. 1420 : 1992(2) Bom.C.R. 327 . In the case of (Venkata Subbayya another v. Venkataramanayya others)41, reported in A.I.R. 1930 Madras 646, on which reliance has been placed by Mr. Desai, it has been held that if the arbitrator receives evidence given by the plaintiff in the absence of defendant, the award could be vitiated by the misconduct of the arbitrator. In the case of (Tikaram Khupchand v. Hansraj Hazarimal)42, reported in A.I.R. 1954 Nagpur 241, it is held that because it was quite open to the arbitrators to decide the case without examining any person, it does not follow that when they considered it necessary to take the statements of parties or witnesses for the disposal of the case, they were free to face such a statement in the absence of any of the parties. In respect of his submission that the petition under sections 397 and 398 of the said Act is per se a representative action, Mr. Desai has relied upon the case of (Pioneer Protective Glass Fibre (P) Ltd. v. Fibre Glass Pilkington Ltd.)43, reported in (1985)3 Company Law Journal 309. 21. Until March, 1982, i.e. when the last of the four brothers died, the business of the said NKIPL (which was carried on through its various subsidiaries and sub-subsidiaries viz., respondents 7 to 11 herein) was carried on bona fide in the interest of all the members of the family and the profits and benefits flowing therefrom were duly distributed amongst all the family members. The Nandlal Kilachand HUF owned three immoveable properties viz., land and bungalow at Patan, Bungalow in Urmi Co-operative Housing Society Limited at Baroda and building in Champa Galli, M.J. Market, Bombay. After the death of the said Arvind Nandlal Kilachand in June 1979 and till March, 1982, the said late Nalinikant Nandlal Kilachand was the karta of the said Nandlal Kilachand HUF. At all times till March, 1982, the income and receipts from the said properties were utilised for the benefit of the entire family members constituting the said HUF. The said Lilavati Nandlal Kilachand died intestate in August, 1976. However, her said 1936 equity shares in the said NKIPL continued to stand in her name with the said NKIPL till March, 1982. The said Lilavati Nandlal Kilachand died intestate in August, 1976. However, her said 1936 equity shares in the said NKIPL continued to stand in her name with the said NKIPL till March, 1982. The 2nd respondent thereafter got the said 1936 shares transferred to his name and as the sole surviving male member of the said four Kilachand families took exclusive charge of the business and affairs of the said NKIPL including the respondents 7 to 11 herein contrary to the underlying obligation which formed the basis of the incorporation of the said NKIPL and its continuance and diverted and appropriated the assets and profits of the said NKIPL and its subsidiaries exclusively for his personal benefit. The 2nd respondent sought to obstruct and deny the petitioners exercise of their rights in respect of the share of the said Nalinikant Nandlal Kilachand in the said NKIPL. Executors of the said Ushakant Nandlal Kilachand viz., respondents 4, 5 and 6 herein executed a Power of Attorney in favour of one S.N. Desai and the said Jaya Ushakant Kilachand. The 2nd respondent effected sales of the said immovable properties situated at Champa Gali, Bomaby and Baroda, Since the 1st petitioner acquired knowledge in March, 1986 about sale of Patan property by the 2nd respondent, the 1st petitioner filed a criminal complaint against the 2nd respondent in the Metropolitan Magistrate's Court at Esplanade, Bombay for having committed offences under sections 403 and 406 of The Indian Penal Code by having unauthorisedly and fraudulently purported to sell the said properties. Summons has been issued to the 2nd respondent and the said complaint still is pending. There has been justifiable lack of confidence on the part of the petitioners in the 2nd respondent and his conduct of the business and affairs of the said NKIPL and its assets. Mutual confidence and trust no longer subsisted. In the circumstances, the said Company Petitions 663 of 1986 and 664 of 1986 were filed. 22. At the hearing of the said Company petitions before Pendse, J., it appears that the 2nd respondent intended to get rid of the petitioners on payment of value of shares held by the petitioners and to which the petitioners were entitled in the said NKIPL. 22. At the hearing of the said Company petitions before Pendse, J., it appears that the 2nd respondent intended to get rid of the petitioners on payment of value of shares held by the petitioners and to which the petitioners were entitled in the said NKIPL. As is evident from the oral Order passed by Pendse, J., on 7th September 1989, Pendse, J., in the interest of the said NKIPL and its creditors suggested to the learned Counsel appearing before him that in the facts and circumstances, it would be appropriate if the petitioner went out of the said NKIPL and its subsidiaries and sub-subsidiaries on being paid the fair value of the shares held by the petitioners and to which the petitioners were entitled. The suggestion made by Pendse, J., was accepted by the learned Counsel appearing before him and the petitioners agreed to go out of the said NKIPL and its subsidiaries and sub-subsidiaries and agreed to sell shares at the valuation of the said Bhakta, solicitor for the respondents 1, 2 and 7 to 11 herein. It was in these circumstances, the minutes of the order by mutual agreement of all the parties including respondents 4, 5 and 6 appearing before Pendse, J., were prepared and signed and the learned Judge passed the said Order in the said Company Petitions in accordance therewith. There was application of judicial mind and before the said Order was passed, the Court was satisfied that the direction proposed to be given by it pursuant to the said minutes would not adversely affect or jeopardise the interest of the said NKIPL and its subsidiaries and sub-subsidiaries and the creditors. Under section 402(g) of the said Act, without prejudice to the generality of the powers of the Court (and now `Company Law Board') under sections 397 and 398 of the said Act, any order under either section may provide for any matter for which in the opinion of the Court (and now Company Law Board) it is just and equitable that provision should be made. Resolution of disputes and differences amongst the parties to the said Company Petitions was, in the opinion of the Court was considered just and equitable and the Court while passing the said Order acted within the four corners of law and did not exceed its jurisdiction or powers. Resolution of disputes and differences amongst the parties to the said Company Petitions was, in the opinion of the Court was considered just and equitable and the Court while passing the said Order acted within the four corners of law and did not exceed its jurisdiction or powers. Moreover, as held by the Supreme Court in the case G.F. Angadi v. Y.S. Hirannayya, (supra), orders of Court are valid unless otherwise set aside in appropriate proceedings. The respondents did not adopt any legal proceedings to set aside the said Order nor preferred an appeal therefrom. The respondents not only accepted the said Order as correct and binding but even participated in the proceedings before the said Bhakta without any protest. It is now not open to consider whether there could have been delegation to the said Bhakta under the said Order. It has already been considered at the time of passing of the said Order which has been properly, validly and legally passed. The Court having jurisdiction over the parties before it and subject-matter had passed the said order in the said Company petitions, it can not be treated as a nullity and ignored in subsequent litigation. In the case of Ittyavira Mathai v. Varkey Varkey another (supra), the Apex Court of our country where the suit was barred by time and yet, the Court decreed, it held "that it is well settled that a Court having jurisdiction over the subject-matter of the suit and over the parties there to, though bound to decide right may decide wrong; and that even though it decided wrong it would not be doing something which it had no jurisdiction to do. It had the jurisdiction over the subject matter and it had the jurisdiction over the party and, therefore, merely because it made an error in deciding a vital issue in the suit, it can not be said that it has acted beyond its jurisdiction. Courts have jurisdiction to decide right or to decide wrong and even though they decide wrong, the decrees rendered by them cannot be treated as nullities. If it fails to do its duty, it merely makes an error of law and an error of law can be corrected only in the manner laid down in the Civil Procedure Code. Courts have jurisdiction to decide right or to decide wrong and even though they decide wrong, the decrees rendered by them cannot be treated as nullities. If it fails to do its duty, it merely makes an error of law and an error of law can be corrected only in the manner laid down in the Civil Procedure Code. If the party aggrieved does not take appropriate steps to have that error corrected, the erroneous decree will held good and will not be open to challenge on the basis of being a nullity. Moreover, on 8th December, 1986, when Variava, J., had accepted the said Company Petition No. 663 of 1986, the learned Counsel who had appeared for the said NKIPL had made a statement to the Court that the said NKIPL would not transfer, alienate or part with possession of immoveable property and other assets of the said NKIPL and the properties of respondents 1, 7 and 9 till further orders and would deal with the same only in the ordinary course of business. As a result of the said statement, the 7th respondent could not otherwise dispose off Suit No. 101 on the 1st floor, Unit No. 201 on the 2nd floor, Basement Stores Room Nos. 12, 13, 14, 15 and 16 and open car parking space Nos. 69 and 70 and covered car parking space Nos. 1, 9, 10, 11, 12, 13, 14, 15, 16 and 17 (hereinafter collectively referred to as `the said premises') situate at Raheja Centre, 214 Free Press Journal Marg, Nariman Point, Bombay 400 021, till further orders of the Court. Under the said Order, the 7th respondent was permitted to dispose off the said premises. While acting upon the said Order, the 7th respondent through the 2nd respondent disposed off the said premises to one Security Trading Syndicate Private Limited under an Agreement dated 16th November, 1989 entered with them for a total consideration of Rs. 7,25,00,000/- mentioned therein and appropriated the sale proceeds thereof to their own benefit. The respondents now cannot be heard to say that the said Order is invalid. The respondents can not be permitted to approbate and reprobate otherwise it will lead to mockery of administration of justice. 7,25,00,000/- mentioned therein and appropriated the sale proceeds thereof to their own benefit. The respondents now cannot be heard to say that the said Order is invalid. The respondents can not be permitted to approbate and reprobate otherwise it will lead to mockery of administration of justice. The law on this aspect as stated in Halsbury's Laws of England, Volume XIII, Pg, 454 para 512 which has been cited with approval before the Supreme Court in the case of Nagubai Ammal and others v. B. Shama Rao others, (supra) is as under: "On the principle that a person may not approbate and reprobate, a species of estoppel has arisen which seems to be intermediate between estoppel by record and estoppel in pais, and may conveniently be referred to here. Thus a party cannot, after taking advantage under an order (e.g. payment of costs) be heard to say that it is invalid and ask to set it aside, or to set up to the prejudice of persons who have relied upon it a case inconsistent with that upon which it was founded; nor will he be allowed to go behind an order made in ignorance of the true facts to the prejudice of third parties who have acted on it." Relying upon the promise of the respondents as recorded in the said minutes in accordance therewith the said Order was passed, the petitioners permitted the 7th respondent to dispose off the said promises and altered their position. Even on the basis of equitable principles evolved by the courts for doing justice, viz., doctrine of promissory estoppel, the respondents are now estopped from challenging the said Order as invalid, void and/or illegal. In the case of M/s. Motilal Padampat Sugar Mills Co. Even on the basis of equitable principles evolved by the courts for doing justice, viz., doctrine of promissory estoppel, the respondents are now estopped from challenging the said Order as invalid, void and/or illegal. In the case of M/s. Motilal Padampat Sugar Mills Co. Ltd. v. The State of Uttar Pradesh others, (supra) the Supreme Court has held --- "The true principle of promissory estoppel seems to be that where one party has by his words or conduct made to the other a clear and unequivocal promise which is intended to create legal relations or effect a legal relationship to arise in the future, knowing or intending that it would be acted upon by the other party to whom the promise is made and it is in fact so acted upon by the other party, the promise would be binding on the party making it and he would not be entitled to go back upon it, if it would be inequitable to allow him to do so having regard to the dealings which have taken place between the parties, and this would be so irrespective of whether there is any pre-existing relationship between the parties or not. The doctrine of promissory estoppel need not be inhibited by the same limitation as estoppel in the strict sense of the term. It is an equitable principle evolved by the courts for doing justice and there is no reason why it should be given only a limited application by way of defence. There is no reason in logic or principle why promissory estoppel should also not be available as a cause of action, if necessary to satisfy the equity. It is not necessary, in order to attract the applicability of the doctrine of promissory estoppel, that the promisee, acting in reliance on the promise, should suffer any detriment. What is necessary is only that the promisee should have altered his position in reliance on the promise. But if by detriment we mean injustice to the promisee which would result if the promisor were to recede from his premise, then detriment would certainly come in as a necessary ingredient. The detriment in such a case is not some prejudice suffered by the promisee by acting on the promise, but the prejudice which would be caused to the promisee, if the promisor were allowed to go back on the promise. The detriment in such a case is not some prejudice suffered by the promisee by acting on the promise, but the prejudice which would be caused to the promisee, if the promisor were allowed to go back on the promise. If this is the kind of detriment contemplated, it would necessarily be present in every case of promissory estoppel, because it is on account of such detriment which the promisee would suffer if the promisor were to act differently from his premise, that the Court would consider it inequitable to allow the promisor to go back upon his promise. In India not only has the doctrine of promissory estoppel been adopted in its fullness but it has been recognised as affording a cause of action to the person to whom the promise is made. The requirement of consideration has not been allowed to stand in the way of enforcement of such promise." In the facts of the case, rule founded on equity demands that the said Order be enforced. 23. In his affidavit dated 24th March, 1992, filed in sur-rejoinder, the 2nd respondent has stated as under : "I say that I have tried to act in a family spirit and have attempted to accommodate the petitioners in every possible way. I say that in that spirit I had entered into the minutes of the order dated 7th September, 1989. I say that the result has only been ruinous to me and I am constrained to therefore point out that the agreement underlying the Minutes of the Order was clearly unenforceable, in breach of law and void." Hence, according to the 2nd respondent himself, since the result has been ruinous to him, he is constrained to challenge the agreement underlying the minutes of the said Order and not that the same is void and/or illegal as is now sought to be canvassed on behalf of the respondents. 24. The said minutes of Order in accordance therewith the said Order was passed contain two things : i) Valuation of shares held by the petitioners in the said NKIPL alongwith all other shares that the petitioners may be entitled to in the said NKIPL by the said Bhakta; ii) Mediation by the said Bhakta in respect of various other matters. Clauses 1 to 4 of the said Minutes of Order deal with valuation, payment and transfer of shares. Clauses 1 to 4 of the said Minutes of Order deal with valuation, payment and transfer of shares. Clause 5 relates to valuation of shares by the said Bhakta and to the mode, manner and quantum of payment to be made to the petitioners. Clause 6 records the agreement amongst the parties to have mediation of the said Bhakta for resolution of all outstanding disputes or differences amongst them in addition to those being subject matter of the said Company Petitions, and including, but not limited to the disputes pertaining to the estate of the said Lilavati Nandlal Kilachand and the assets of the said Nandlal Kilachand HUF. The said Bhakta has been given discretion to resolve the disputes mentioned therein and there is no obligation on the said Bhakta to decide but the obligation is on the parties there to abide by whatever directions which the said Bhakta would give. Clause 6 is to be read alongwith Clause 5 of the said Minutes which in terms records agreement amongst the parties to the effect that the said Bhakta is not to act as an arbitrator in any manner but only as a person appointed under the orders of the Court and that the said Bhakta shall have all powers and complete discretion to decide all questions which would be referred to him for his decision. Clause 8 of the said Minutes records agreement amongst the parties thereto to obtain such orders from this Court as would be necessary for implementation of directions which might be given by the said Bhakta while resolving the disputes through his mediation as per the said Clause 6 of the said Minutes. The Court while passing the said Order has held that the petitioners, who are the successors of the said Nalinikant Nandlal Kilachand should get a fair value of their holding of 25% in the said companies. This finding has been accepted by the parties appearing before Pendse, J., and according the said Minutes were prepared and signed and order in accordance therewith was passed by the Court. The Court had decided the disputes arising out of breach of legal right or obligation by concluding that in the circumstances, the petitioners are to go out of the said Companies on being paid a fair value of their holdings therein. The Court had decided the disputes arising out of breach of legal right or obligation by concluding that in the circumstances, the petitioners are to go out of the said Companies on being paid a fair value of their holdings therein. Neither any reference to arbitration nor delegation of judicial function or powers in contravention of law has been effected by the Court by or under the said Order. The above referred clauses vesting absolute discretion in favour of the said Bhakta in deciding the mode, manner and quantum of payment to the petitioners even without reference to any of the parties thereto; in matters pertaining to transfer of shares by the petitioners as also deciding all questions which might be referred to him and specific agreement amongst the parties that the said Bhakta is not to act as an arbitrator in any manner (emphasis supplied) make it absolutely clear that the said Bhakta was not appointed as arbitrator for resolving the disputes and or differences amongst the parties to the said Company petitions. From the said clauses, it is also clear that the said Bhakta was even not required to comply with the principles of natural justice; he was not required to give a hearing; he was not required to receive evidence and that he was not required to follow any specified procedure. The directions to be given by the said Bhakta were agreed to be binding and parties were to implement the same after obtaining necessary permissions from requisite authorities including Reserve Bank of India and Order from the Court. The petitioners were agreed to be paid value of shares held by them alongwith all other shares that the petitioners might be entitled to in the said NKIPL. Such valuation was agreed to be decided by the said Bhakta, an experienced Solicitor who within the knowledge of all parties appearing in the said Company petitions was then acting as solicitor for respondents 1, 2 and 7 to 11. In the case of Vadilal Chatrabhuj Gandhi v. Thakorelal Chimanlal, (supra) the Division Bench of this Court has held as under : "In order to determine this point we have to consider what Sir Jamshedji Kanga had to do in order to fix the liability of each of the directors. In the case of Vadilal Chatrabhuj Gandhi v. Thakorelal Chimanlal, (supra) the Division Bench of this Court has held as under : "In order to determine this point we have to consider what Sir Jamshedji Kanga had to do in order to fix the liability of each of the directors. If a dispute is referred to a person and if a person decides that dispute and in deciding that dispute he helds a judicial inquiry and comes to a judicial decision, then undoubtedly that decision would constitute an award. On the other hand if a matter is referred to a person and he is not called upon either to held a judicial inquiry or to give a judicial decision, but it is permissible to him to rely on his own skill, knowledge or experience in order to arrive at a particular decision, then the decision would not be an award. The authorities have made a distinction between what is known as a valuer and an arbitrator, but there is a third category which may consist of persons who are neither arbitrators nor valuers, and the third category consists of persons who might be broadly defined as persons who are discharging functions other than those of an arbitrator". The said Bhakta was not required to hold a judicial or quasi judicial enquiry. In the light of the ratio of the Division Bench, the said decision of the said Bhakta can not be considered as an award in an arbitration proceedings. The said Bhakta was appointed to discharge functions other than those of an arbitrator. 25. Mr. Jethmalani is not right when he submitted that the only exception to the rule that dispute arising out of breach of any legal right or obligation must be decided by ordinary legal tribunals is an agreement to refer to arbitration under The Arbitration Act, 1940. Where a party refers to a third person for some information or an opinion on a matter in dispute, the statements made by the third person are receivable as admissions against the person referring under section 20 of The Indian Evidence Act. The reason is that when a party refers to another person for a statement of his views, the party approves of his utterance in anticipation and adopts that as his own. The reason is that when a party refers to another person for a statement of his views, the party approves of his utterance in anticipation and adopts that as his own. As held by the Supreme Court in the case of Hirachand Kothari v. State of Rajasthan another, (supra), the principle is the same as that of reference to arbitration. In the facts of the case, I held that the said order passed by this Court in the said Company Petitions on 7th September, 1989 is valid, legal and binding on the parties thereto and that the same is neither invalid nor void or illegal or a nullity. 26. By the said decision, the said Bhakta declared that the petitioners are entitled to an aggregate number of 3800 equity shares of Rs. 100/- each in the said NKIPL which include 484 equity shares, being one fourth share of the petitioners in 1936 equity shares left behind by the said Lilavati Kilachand. The Bhakta has also decided and declared aggregate value of the said 3800 equity shares at Rs. 4 crores which value has been agreed to and accepted by the parties. He has directed the petitioners to sell their respective shares in the said NKIPL to 2nd respondent and/or his nominee or nominees or assignees and the 2nd respondent has been directed to purchase the said shares by himself or through his nominee or nominees or assignees at or for aggregate price of Rs. 4 crores. The mode and manner of payment of the said sum of Rs. 4 crores by 2nd respondent by himself or through his nominee or nominees or assignees to the petitioners as decided by the said Bhakta is as under : (i) Rs. 50,00,000/- (Rupees fifty lacs only) on or before 15th September 1991; (ii) Rs. 70,00,000/- (Rupees seventy lacs only) on or before 15th March 1992; (iii) Rs. 70,00,000/- (Rupees seventy lacs only) on or before 15th September 1992; (iv) Rs. 70,00,000/- (Rupees seventy lacs) on or before 15th March 1993; (v) Rs. 70,00,000/- (Rupees seventy lacs only) on or before 15th September 1993; and (vi) Rs. 70,00,000/- (Rupees seventy lacs only) on or before 15th March 1994. The Bhakta has directed for payment of interest on the said price of Rs. 70,00,000/- (Rupees seventy lacs) on or before 15th March 1993; (v) Rs. 70,00,000/- (Rupees seventy lacs only) on or before 15th September 1993; and (vi) Rs. 70,00,000/- (Rupees seventy lacs only) on or before 15th March 1994. The Bhakta has directed for payment of interest on the said price of Rs. 4 crores at the rate of 15% per annum on reducing balance from 1st July 1991 till actual payment which amount of interest has been directed to be paid simultaneously and alongwith the payment of each instalment of the principal amount. The said Bhakta has also directed that in the event of there being defaults in payment of any two of the instalments either of the principal or of the interest, and the default/s continuing for a period of 30 days after their respective due dates, the whole of the principal amount and interest or the then balance of the principal and interest, as the case may be, would become payable forthwith. The said Bhakta has directed the petitioners to deposit with Mr. Y.C. Amin of M/s. Dalal Shah, Chartered Accountants the original share certificates in respect of the said shares together with transfer forms duly signed by the respective holder thereof simultaneous with payment of the first instalment of the aforesaid sum of Rs. 50,00,000/- payable on or before 15th September, 1991. The said shares alongwith the transfer forms have been directed to remain with the said Amin till payment of the entire said sum of Rs. 4 crores with interest to the petitioners and the said Amin is to deliver the same to 2nd respondent or his nominee or nominees or assignees against payment of the last of the said instalments together with interest. Further directions as stated in the said decision have also been given by the said Bhakta. It is needless to mention that the 2nd respondent has not paid the sum of Rs. 50,00,000/- payable on or before 15th September, 1991 under the said decision. As a mater of fact no amount has been paid by the 2nd respondent to the petitioners under the said decision. Defaults having been committed by the 2nd respondent in payment of the amounts on their respective due dates, the entire sum of Rs. 4 crores togetherwith interest as provided in the said decision has become payable. As a mater of fact no amount has been paid by the 2nd respondent to the petitioners under the said decision. Defaults having been committed by the 2nd respondent in payment of the amounts on their respective due dates, the entire sum of Rs. 4 crores togetherwith interest as provided in the said decision has become payable. The 2nd respondent after having disposed of the said promises as aforesaid and appropriating the sale proceeds in respect thereof to his own benefit, has not chosen to raise various false and frivolous disputes denying the liability for payment of the said sum of Rs. 4 crores and interest to the petitioners in accordance with the said decision. Even respondents 4, 5 and 6 have joined hands with 2nd respondent in raising false and frivolous disputes to implementation of the said decision. 27. The respondents 4, 5 and 6 were duly represented through their Counsel when the said Order was passed. They were fully aware about the said order and scope and ambit of inquiry required to be made by the said Bhakta in pursuance thereof. At all material times, the 2nd respondent had represented and acted on behalf of respondents 4, 5 and 6 before the said Bhakta. At all material times, the said Jaya Kilachand and S.N. Desai, Chartered Accountant were constituted attorneys of respondents 4, 5 and 6. The respondents 4, 5 and 6 were fully aware of progress of proceedings before the said Bhakta through the 2nd respondent as well as their said constituted attorneys viz., the said Jaya Kilachand and said S.H. Desai. Despite that, at no point of time either of respondents 4, 5 and 6 submitted any individual matter before the said Bhakta for his consideration. At no time they or either of them requested the said Bhakta for any oral hearing. Moreover, admittedly in the month of April 1991, the said A.N. Desai, one of the constituted attorney of respondents 4, 5 and 6 had prepared a scheme setting out modality of payment of value of the said 3,600 equity shares to the petitioners which was forwarded by the 2nd respondent to the said Bhakta for his consideration. Moreover, admittedly in the month of April 1991, the said A.N. Desai, one of the constituted attorney of respondents 4, 5 and 6 had prepared a scheme setting out modality of payment of value of the said 3,600 equity shares to the petitioners which was forwarded by the 2nd respondent to the said Bhakta for his consideration. Thus, the respondents 4, 5 and 6 were aware and had knowledge about the progress in the matter from time to time made before the said Bhakta in any event through the 2nd respondent and their said constituted attorney. Knowledge of agent is deemed knowledge of the principal and agent's acts bind the principal. At no time prior to filing of the affidavit through their constituted attorney the said Jaya Kilachand, being the affidavit dated 27th February 1992, the respondents 4, 5 and 6 had even expressed any desire to the said Bhakta for being heard in the matter. As a matter of fact, neither of respondents 4, 5 and 6 has any beneficial interest in 1st respondent Company and have been joined in the said Company petition virtually as formal parties. Even Clause 7 of the minutes of the said Order makes it explicit that the respondents 4, 5 and 6 were not to purchase the shares held by the petitioners and to which the petitioners were entitled to in the said NKIPL. By the said clause, it was made obligatory on the petitioners to apply for permission of Reserve Bank of India to carry out directions of the said Bhakta since the petitioners are Non-Resident Indians. No such obligation was cast upon respondents 4, 5 and 6 even though they are also Non-Resident Indians. This has been so as the shares held by the petitioners and to which the petitioners were entitled in the said NKIPL were to be purchased by the 2nd respondent or his nominee or nominees or assignees, the mode; manner and quantum of payment in respect thereof was to be decided by the said Bhakta in his sole discretion without reference to any of the parties thereto. In any event, there is identity of interest between 2nd respondent and respondents 4, 5 and 6. In any event, there is identity of interest between 2nd respondent and respondents 4, 5 and 6. The grievance now sought to be made by respondents 4, 5 and 6 about they or their alleged interest being allegedly disregarded by the said Bhakta is not only devoid of any merit but is also an after thought on their part intended to help the 2nd respondent while acting in collusion with him. Besides this although neither of respondents was entitled to any hearing before the said Bhakta, as stated in the minutes of the said Order, the said Bhakta was to decide the mode, manner and quantum of payment of the value of the said shares entirely in his discretion without reference to any of the parties thereto, as mentioned in the said decision, the said Bhakta did held numerous meetings with the parties and/or their respective advocates, counsel and other advisers and also considered various other papers and documents submitted to him by the parties. Alleged non-compliance of principles of natural justice is to be judged in the context of the facts in the instant case. There has been no violation of principles of natural justice by the said Bhakta. No evidence behind the back of respondents 4, 5 and 6 has been received by the said Bhakta. No opportunity was denied by the said Bhakta to respondents 4, 5 and 6 to remain present before him if they or any of them intended to do so. As a matter of fact, no dispute was even placed by the respondents 4, 5 and 6 for consideration before the said Bhakta. The ratio of judgments in cases of Union of India v. J.N. Sinha; R.S. Dan v. Union of India others; D.L. Miller Co. Ltd. v. Daluram Gogan Mull; Damodar Pershad Gupta v. M/s. Saxena Co. Ltd.; and Mathulla Mathulla v. Thomas George another, (supra), relied upon by Mr. Chagla aptly apply to the facts of instant case. The ratio of judgments in the cases of National Textile Workers Union etc. v. P.R. Ramakrishnan others; Swadeshi Cotton Mills v. Union of India etc.; Venkata Subbayya another v. Venkataramanayya others ; and Tikaram Khupchand v. Hansraj Hazarimal, (supra) relied upon by Mr. Desai do not apply to the facts of instant case. The grievance of 2nd respondent made in this connection is also devoid of any merit and deserves to be rejected. v. P.R. Ramakrishnan others; Swadeshi Cotton Mills v. Union of India etc.; Venkata Subbayya another v. Venkataramanayya others ; and Tikaram Khupchand v. Hansraj Hazarimal, (supra) relied upon by Mr. Desai do not apply to the facts of instant case. The grievance of 2nd respondent made in this connection is also devoid of any merit and deserves to be rejected. 28. The said Bhakta has acted within the ambit and scope of the said Order and in accordance therewith. He has neither exceeded his jurisdiction nor omitted to decide what he ought to have decided under the said Order. Advisedly, discretion was left to the said Bhakta to decide all questions which could have been referred to him without acting as an arbitrator though he was not obliged or bound to decide them. Clause 6 of the minutes of the said order did not cast any obligation on the said Bhakta to resolve other disputes or differences. It made it obligatory on the parties thereto to abide by the directions of the said Bhakta which, when given, were agreed to be final and binding. Since the said Bhakta has not acted in excess of the powers vested in him and has not abused or misused his powers under the said Order, no interference of this Court is called for. The said Bhakta was not exercising quasi-judicial power under the said Order. The said decision is not subject to judicial review. The cases of S. Pratapsing v. State of Punjab and Union of India v. Tarachand Gupta Bros., (supra) relied upon by Mr. Desai has no applicability to the facts of the instant case. 29. Under the minutes of the said order the parties had agreed that all the shares held by the petitioners in the said NKIPL along with all other shares to that they might be - entitled to in the said NKIPL could be valued by the said Bhakta who was then a Solicitor for respondents 1, 2 and 7 to 11. It was also agreed that the determination of the quantum of payment to be made in respect of such shares would be entirely in the discretion of the said Bhakta who being entitled to decide the same without reference to any of the parties. It was also agreed that the determination of the quantum of payment to be made in respect of such shares would be entirely in the discretion of the said Bhakta who being entitled to decide the same without reference to any of the parties. In the said decision, the said Bhakta has stated as under : "I hereby decide and declare that the aggregate value of the said 3,800 equity shares is 4,00,00,000/- (Rupees four crores) which value has been agreed to and accepted by the parties hereto." The said Bhakta has not given any reason for arriving at the said valuation in respect of the said 3,800 equity shares. It is a non-speaking valuation of the said 3,800 equity shares. There is no dispute as to the identity of the said 3,800 equity shares. From the letter dated 11th February 1991 addressed by the 1st petitioner to the said Amin as also the letter dated 11th March 1991 addressed by the said Bhakta to the 2nd respondent it does appear that in the discussions which had taken place amongst the parties, the valuation of Rs. 4 crores in respect of the said equity shares was agreed. However, despite such agreement amongst the parties, the said Bhakta was to determine the fair valuation in respect of the said 3,800 equity shares and in the process of such determination, when the said Bhakta has decided the fair value of the said 3,800 equity shares at Rs. 4 crores which was the value which was earlier agreed amongst the parties, it can not be said that the said Bhakta did not determine the fair value of the said 3,800 equity shares. Despite the agreement amongst the parties as to valuation of the said 3,800 equity shares, the said Bhakta had determined the fair value thereof which according to the said Bhakta was Rs. 4 crores. There is no reason whatsoever for not accepting the statement of the said Bhakta made in the said decision when the said Bhakta has stated that he decided the aggregate value of the said 3,800 equity shares at Rs. 4 crores. In the circumstances, it is not correct to say that the said Bhakta has not valued the said 3,800 equity shares and that he has not acted under the said order. 4 crores. In the circumstances, it is not correct to say that the said Bhakta has not valued the said 3,800 equity shares and that he has not acted under the said order. Under Clause 3 of the minutes of the said order, the said Bhakta was entitled to decide the valuation of the said shares without reference to any of the parties. That does not mean that he could not take into consideration views of the parties and/or the agreement amongst them, if he intended to do so. No fraud or collusion has been alleged against the said Bhakta for deciding the said valuation in respect of the said equity shares. No basis of his determination of the fair value of the said equity shares at Rs. 4 crores has been stated by the said Bhakta in his said decision. It cannot, therefore, be said that there is a mistake on the part of the said Bhakta in determining the fair value of the said shares at Rs. 4 crores. On matters of opinion, the Court has not to interfere as has been laid down in the case of Dean v. Prince others, reported in (1954)1 Ch. 409. As held in the case of Jenes others v. Sherwood Computer Services Plc, (supra), in the facts of the case the valuation of the said equity shares decided by the said Bhakta is binding on the parties and is not capable of being challenged nor it is subject to judicial review. 30. As is evident from the said order, the right of the petitioners to receive the fair value in respect of the shares held by the petitioners along with all other shares to which the petitioners were entitled to in the said NKIPL was crystalised as on the date of the said order i.e. 7th September, 1989. The mode, manner and quantum of such payment was agreed to be decided by the said Bhakta as per the minutes of the said order. Moreover, the said decision does not disclose the date on the basis of which the said Bhakta has made valuation of the said 3,800 equity shares and as such, no enquiry in respect thereof is called for. Even otherwise, it has been held in the case of Malti R. Raut others v. Mahedeo V. Joshi others, reported in A.I.R. 1991 S.C. 700 : 1991 Suppl. Even otherwise, it has been held in the case of Malti R. Raut others v. Mahedeo V. Joshi others, reported in A.I.R. 1991 S.C. 700 : 1991 Suppl. (1) S.C. Cases 321, the price of shares in such circumstances will have to be determined on the basis of the valuation made with reference to the time of accrual of the right. The right of the petitioners to receive the fair value of the said shares having been crystalised as on the date when the said order was passed, it is not correct to say that the said Bhakta ought to have considered the events which took place subsequent to the passing of the said order for determination of the fair value of the said shares. Even the said S.N. Desai had, as borne out from the letter dated 22nd August 1986 addressed to the said P.S. Subramanian valued the shares of the said NKIPL at Rs. 10,550/- per share in the year 1986 as of March 1982. On this basis also the valuation of the said 3,800 equity shares would aggregate to Rs. 4,00,90,000/- as of March 1982. In the circumstances valuation of the said shares at Rs. 4 crores in the month of August 1991 can not be said to be astronomically outrageous or unreasonable one. The value so decided by the said Bhakta is final and binding on the parties. 31. Under the said decision, the said Bhakta has granted facility to the 2nd respondent or his nominee or nominees or assignees to pay the purchase price of Rs. 4 crores in respect of the said shares to the petitioners in instalments as mentioned in Clause 4 of the said decision. Since the facility has been granted for making payment of the said amount in instalments, the said Bhakta was justified in directing payment of interest thereon at the rate of 15% per annum on reducing balance of the purchase price from first day of July 1991 till the date of actual payment. By directing payment of interest, the said Bhakta has not exceeded the jurisdiction as under the minutes of the said order, he was to decide the mode and manner as also quantum of payment in his sole discretion without reference to any of the parties. 32. The said decision is not subject to judicial review. By directing payment of interest, the said Bhakta has not exceeded the jurisdiction as under the minutes of the said order, he was to decide the mode and manner as also quantum of payment in his sole discretion without reference to any of the parties. 32. The said decision is not subject to judicial review. Even if it is subjected to judicial review as contended by Mr. Cooper and Mr. Desai, on perusal thereof and due consideration of the arguments advanced in this respect, I hold that there is no error of law on the face thereof. It is a non-speaking decision. The grounds available under the provisions of The Arbitration Act, 1940 to challenge legality of an award are not available in the instant case. Even if principles on which an award can be set aside as laid down in catena of decisions commencing from the decision of the Privy Council in the case of (Champacy Bhare Co. v. Jivraj Ballo Sp. Co. Ltd.)44, reported in 1983 A.C. 480, where it is held that an award of arbitrators can be set aside on the ground of error of law on the face of the award only when in the award or in a document incorporated that had there is found some legal proposition which is the basis of the award and which is erroneous, are applied. I held that no legal proposition is stated in the said decision which is made basis thereof and is erroneous. The said decision is not such as no reasonable man could, in the facts of the case, have arrived at. The said decision is not perverse. There is no non-application of mind on the part of the said Bhakta. The said Bhakta was not biased nor he has misconducted himself or the proceedings before him. There has been neither fraud on power nor jurisdictional error. The said decision is not bad in law. It is proper, valid and capable of being translated into orders of this Court. It is needless to say that no litigant can be permitted to play fast and loose with Court. 33. The petitioners through their Counsel have undertaken to this Court to abide by all directions in implementation of the said decision. There is no legal impediment in implementing the said decision and/or parties performing their respective obligations thereunder. 34. It is needless to say that no litigant can be permitted to play fast and loose with Court. 33. The petitioners through their Counsel have undertaken to this Court to abide by all directions in implementation of the said decision. There is no legal impediment in implementing the said decision and/or parties performing their respective obligations thereunder. 34. In the circumstances the Judge's Summons is made absolute in terms of prayers (A), (B), (C), (D), (E) and (F). Since the 2nd respondent has committed more than two defaults in payment of instalment amounts on their respective due dates mentioned in Clause 4 of the said decision, the whole of the said sum of Rs. 4 crores and interest thereon thereunder has become payable to the petitioners. In the circumstances of the case, there shall, however, be no order as to costs of the Judge's Summons. Mr. Cooper and Mr. Shah apply for stay of the operation of the order. Application is refused. Issuance of certified copy expedited. Order accordingly. *****