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Issues Involved:
1. Non-disclosure of material facts and alleged fraud. 2. Violation of interim court orders. Issue-wise Detailed Analysis: 1. Non-disclosure of Material Facts and Alleged Fraud: The objector argued that the petitioner did not disclose all material facts, thereby committing fraud on the court. Specifically, the objector claimed that the petitioner failed to inform the shareholders and the court about the ongoing litigations in various courts. The court noted that the application was filed under Rule 6 read with Rule 9 of the Company (Court) Rules, 1959, which allows the court to exercise its inherent powers to recall an order if fraud is proven. The court referenced the Supreme Court's decision in S.P. Chengalvaraya Naidu v. Jagannath, which established that a judgment obtained by fraud is a nullity. The court examined whether the non-disclosure amounted to fraud. It was noted that the material facts to be disclosed can vary, and in this case, the petitioner disclosed the necessary information. The court referenced cases such as Tata Oil Mills Co. Ltd. v. Hindustan Lever Ltd. and United Bank of India Ltd. v. United India Credit & Development Co. Ltd., which supported the view that not all material facts need to be disclosed, only those that are relevant to the shareholders' decision-making process. The court found that the objector was present at the shareholders' meeting and raised objections, which were noted but overruled by the majority. The court concluded that the non-disclosure of ongoing litigations did not amount to fraud and did not vitiate the scheme. The court emphasized that the objector was aware of the litigations and that the dispute was an inter se dispute between shareholders, not relevant to the approval of the scheme. 2. Violation of Interim Court Orders: The objector also contended that the petitioner violated interim court orders by transferring shares and obtaining sanction for the scheme. The court reviewed the timeline of events and the various interim orders issued by different courts. It was noted that the transfer of shares from CGL to Bharti occurred before the relevant injunction orders were extended. The court found that the transfer of shares was approved by the Board of Directors of Skycell and other relevant authorities, including the Ministry of Communications. The court also noted that no application alleging violation of interim injunctions was filed by the objector until the present application. The court concluded that the transfer of shares did not violate any court orders. The court also referenced the Supreme Court's decision in Miheer H. Mafatlal v. Mafatlal Industries Ltd., which held that family disputes regarding shareholding are not relevant for the approval of a scheme of arrangement. The court found that the scheme was approved by the required majority of shareholders and creditors, and the objector's objections were duly noted but overruled. Conclusion: The court dismissed the application filed by the objector, finding it misconceived and without merit. The court held that there was no proven fraud or violation of interim court orders, and the scheme of arrangement was just, fair, and reasonable.
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