- (1.) WE have heard learned counsel appearing for the parties.
(2.) THIS Special Appeal(Civil) arises out of an order passed by learned Company Judge, dated 09.01.2015, by which he had dismissed the application filed by the appellant under Order 9 of the Companies (Court) Rules, 1959 (in short, 'the Rules of 1959'), with a prayer that the respondent -Company, Sistema Shyam Teleservices Limited, formerly known as Shyam Telelink Limited (hereinafter called as 'SSTL/Company'), be directed to get its shares listed in the stock exchanges within a reasonable time frame. Further, the SSTL be directed to give "a continuous open exit option to the minority share -holders", at a value deemed fit by the Court from amongst the value of Rs. 220/ -, as per the valuation of Uninor, Rs. 156/ - as per the purported agreement between the promoters and the financial strategic investor, or Rs. 49.31 - the price at which the Russian Federal Agency was allotted shares of the respondent company. He had also prayed for other misc. reliefs, such as appointment of a representative of minority shareholders on the Board of Directors of the respondent Company for the protection of their interests and compensation to the minority shareholders for the unnecessary delay since 2008 in the "buy back" option of the applicants' shares resulting in a purported loss to them. Clause 3.7 of the sanctioned scheme, on the basis of which the application was filed, reads as follows: - "All the equity shares of the STLL as on the Transfer Date, including any further shares issued by STLL, shall be listed and/or admitted to trading on National Stock Exchange (NSE) and/or Bombay Stock Exchange (BSE). NSE and BSE shall list the shares of STLL and listing of said shares on NSE and BSE shall be considered as due compliance of the provisions of the SEBI (Disclosure & Investor Protection) Guidelines, 2000 and other applicable provisions of law."
(3.) AN application was filed before learned Company Judge after the scheme was sanctioned on 08.05.2006, on which he passed an order dated 07.08.2008, in which he did not find any good reason to delete Clause 3.7 of the Sanctioned Scheme, and disposed of the application with an order as under: - "the company, STLL, within a maximum period of 18 months from the date of the order initiate the process of listing the shares representing the issued capital of the company by adopting such route as may be permissible in law (underlining mine) and make such compliances as may be required in law including that of offering a specified percentage of the shares to the public, for subscribing thereto, through the book building process, in the manner provided for under SEBI (DIP) Guidelines 2000 and upon such steps being taken, BSE may issue such orders (underlining mine) that may be required in law and as may be necessary for securing the said listing. The shareholders in the event of STLL not being listed were directed to not be at the mercy of the promoters and were held to continue to have an "exit option".;