2002 (2) TMI 1241 - HC - Companies Law

Summary

Issues involved:
1. Application for transfer of shares of a company at a higher price than market value.
2. Objection to the transfer of shares based on previous court orders.
3. Consideration of change of circumstances warranting deviation from previous court orders.
4. Resolution of board of directors for sale of shares and regulatory approvals.
5. Interim arrangement to balance conflicting interests of parties involved.

Detailed analysis:
1. The application was filed by the applicants to transfer shares of a company they agreed to purchase at a higher rate than the market value. They sought either a refund of the amount deposited or transfer of shares in their favor. The relief was subject to the terms and conditions set by the court.

2. Objections were raised by a party regarding the transfer of shares citing previous court orders that remanded the matter for further consideration. The objecting party argued that transferring the shares would render pending litigation infructuous.

3. The court considered the change of circumstances post the previous court orders and the implications on the relief sought by the applicants. It was noted that the circumstances would be further evaluated during the main appeal hearing.

4. The resolution of the board of directors for the sale of shares and regulatory approvals were highlighted. The court acknowledged the permissions granted by SEBI and the Bombay High Court for the public offer and subsequent purchase of shares by the applicants.

5. An interim arrangement was proposed by the court to balance the conflicting interests of the parties involved. The court directed the transfer of 50% of the shares to the applicants at a higher price, subject to further orders. The court also outlined conditions regarding voting rights, dividends, and the handling of the deposited amount.

Overall, the court aimed to safeguard the interests of all parties involved while maintaining the integrity of the pending litigation and regulatory approvals. The interim arrangement was devised to address the immediate concerns without prejudicing the final decision on the matter.