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39. Interpreting section 210 of the English Companies Act, which is analogous to sections 397 and 402 of the Act, Lord Denning in Scottish Co-operative Wholesale Society Ltd. v. Meyer [1959] 29 Comp Cas 1 (HL) at page 33 observed as under :

"One of the most useful orders mentioned in the section - which will enable the court to do justice to the injured shareholders - is to order the oppressor to buy their shares at a fair price : and a fair price would be, I think, the value which the shares would have had at the date of the petition, if there had been no oppression. Once the oppressor has bought the shares, the company can survive. It can continue to operate. That is a matter for him. It is, no doubt, true that an order of this kind gives to the oppressed shareholders what is in effect money compensation for the injury done to them : but I see no objection to this. The section gives a large discretion to the court and it is well exercised in making an oppressor make compensation to those who have suffered at his hands.
True it is that in this, as in other respects, your Lordships are giving a liberal interpretation to section 210. But it is a new section designed to suppress an acknowledged mischief."

40. So, the normal rule is that the oppressor has to buy the shares of the oppressed shareholders, though in exceptional cases as in C.P. No. 8 of 1981, dated June 10, 1988, decided by His Lordship B.P. Jeevan Reddy (as he then was), the oppressed shareholders were directed to buy the shares of the oppressor.

41. Then the next question is, at what rate have the shares to be purchased by respondents Nos. 2 to 6. In Bird Precision Bellows Ltd.'s case [1985] 3 All ER 523 (CA), which was also a case of quasi-partnership, it was held that the price has to be fixed on the basis of the market value of the petitioner's shares pro rata according to the value of the company's shares as a whole but without any discount to reflect the fact that the petitioner's shares constituted a minority shareholding. In similar circumstances a Division Bench of the Karnataka High Court in Synchron Machine Tools Pvt. Ltd. v. U.M. Suresh Rao [1994] 79 Comp Cas 868 directed the oppressor shareholder to buy the shares of the minority shareholders at the market value to be fixed by the chartered accountant to be appointed by the court. The share value has to be fixed as on the date immediately before the issue of additional share capital. As the additional share capital was issued on December 2, 1987, the cut-off date can be taken as December 1, 1987.