Shiv Kumar Sharma, J. - (1.) The applicant company seeks to delete clause 3.7 of Part III of the approved Scheme of Arrangement between Shyam Telecom Limited, Shyam Telecom Manufacturing Limited, Shyam Telelink Limited, and Shyam Basic Infrastructure Projects Private Limited, and for consequential modifications therein so as to get the waiver from the requirement of listing of the shares of the Company and further to allow the promoters to come out with the open offer to the public shareholders of the company to purchase their shares. The applicant companies earlier filed S.B. Company Petition No. 23 of 2005 before this Court and this Court allowed the petition and sanctioned the Scheme of arrangement in terms of prayer clauses (a) to (c) of the petition. Clause 3.7 of Part III of Scheme reads as under: 3.7 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 (NSC) 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 and Investor Protection) Guidelines, 2000 and other applicable provisions of law.
(2.) The directions issued by this Court in so far as they related to clause 3.7 of the Scheme have not been carried out by either of the two Stock Exchanges. As a result thereof the Equity shares of STLL have neither been listed nor been admitted to trading on Bombay Stock Exchange (BSE) and/or National Stock Exchange (NSE).
(3.) In accordance with the terms of the Scheme read with 'no objection' communication issued by BSE and NSE, the company took following steps: (a) Filed the necessary listing application to the Stock Exchanges on 10.8.2006. (b) Filed application to the SEBI through BSE for relaxation from Rule 19(2)(b) of Securities a Contract (Regulation) Rules, 1957. (c) On 21.9.2006 filed a revised application to SEBI for relaxation of Rule 19(2)(b). (d) On 27.10.2006 submitted application to the BSE seeking relaxation of lock in period of promoters share holding. This application was made in response to the letter dated 18.10.2006 wherein the BSE observed that the Company had not provided confirmation for lock in shares as required under clause 8.3.5.1(viii)(b) of SEBI (DIP) Guidelines, 2000. (e) Again on 6.3.2007 filed application for relaxation from Rule 19(2)(b). (f) On 7.3.2007 the Company filed an undertaking with BSE in relation to lock in requirements of shares. (g) Again on 8.3.2007 the company submitted grounds for relaxation from Rule 19(2)(b). (h) Finally on 19.9.2007 the company addressed a communication to BSE requesting it to clarify the listing Status of the shares. The applicant company in the application submitted that the grant of Listing under the Scheme was contingent upon following principle factors: (i) Grant of relaxation by SEBI from Regulation 19(2)(b) of Securities Contract (Regulation) Rules, 1957. (ii) Final Exercise of the discretion by Stock Exchanges in favour of grant of listing through automatic Listing route, which was to be inter alia contingent upon the final determination on the part of BSE, NSE and SEBI about: (a) Applicability of clause 8.3.5.1 of SEBI (DIP) Guidelines 2000 to the facts of the present case. (b) Fulfillment of conditions of 8.3.5.1 of SEBI (DIP) guidelines 2000. (c) Fulfillment of the conditions that were set out under the 'No objection' communications issued by NSE and BSE. (d) Carrying out of necessary procedural formalities on the part of the Company and the promoters.;