- (1.) This order disposes of the application under Rule 9 of the Companies (Court) Rules, 1959 (hereinafter 'the Rules of 1959') filed by M/s. Jindal Securities Pvt. Ltd and 3 others (hereinafter 'the applicants') inter-alia with the prayer that the respondent company Sistema Shyam Teleservices Limited (formerly known as Shyam Telelink Limited) (hereinafter 'the SSTL/ Company') be directed to get its shares listed in the stock exchange/s within a reasonable time frame. And further that the company aforesaid be directed to give "a continuous open exit option to the minority share-holders" at a value deemed fit by this 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. 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" of the applicants' shares resulting in a purported loss to them have also been sought.
(2.) The facts relevant to this application under Rule 9 of the Rules of 1959 and reiterated by counsel in his submissions are that the four applicants presently jointly hold approximately 21 lacs shares in the respondent company. Pursuant to a Scheme of Arrangement/ amalgmation in accordance with the provisions of Section 391 (2) and 394 of the Companies Act, 1956 (hereinafter 'the Act of 1956'), on statutory compliances having been made, this Court sanctioned the scheme vide its order dated 8.5.2006. Part III of the sanctioned scheme deals with general terms and conditions applicable thereto. Clause 3.7 of the sanctioned scheme at the foundation of this application provided as under: "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.) Subsequent to the sanction of the Scheme by the Company Court under its order dated 8.5.2006, the respondent company applied to the Bombay Stock Exchange (hereinafter 'the BSE') on 10.8.2006 for listing of its shares but without success for the reason that it was found that the company was dis-entitled for relaxation of Rule 19(2)(b) of the Securities Contract (Regulations) Rules, 1957 (hereinafter 'the Rules of 1957'). It has been submitted that the minority shareholders including the applicants continued to enquire about the status of listing of shares of the respondent company on BSE and NSE and in-fact some of the minority shareholders, in the alternative requested the respondent company in the absence of listing of the Company's shares to buy back its shares and allow them to exit the company.;