9911796707
TMI Blog2002 (3) TMI 941X X X X Extracts X X X X X X X X Extracts X X X X ..... of by an order dated 24.2.2002 in the following terms: "In facts of this case, that the company is a family company with two brothers, equity demands that the control of the company should go to the petitioner which proposition is not opposed by the respondents also as revealed during the hearing. The only stipulation by the respondents for handing over the control of the company to the petitioner is that, the shares of M/s Vardhman held by the company should be divided between the petitioner and the 4th respondent in the ratio of 69:32. We would have supported this view, as this Board had done in James Fredric case(supra) but for the fact that with the conversion of warrants in M/S Vardhman, the shareholding of the respondents' g ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... value and the 3rd and 4th respondents will cease to be directors of the company. Till then, no voting rights held by the company in M/s Vardhman shall be exercised in any matter which would affect the status of the status of the petitioner or that of the 4th respondent in that company".(PARAGRAPH 35) 2. The respondents have filed CA 45/2002 dated 4.2.2002 seeking for correction and modification of certain terms of paragraph of the said order for the reasons stated in the application. 3. Shri Mookerjee appearing for respondents 2,3, and 4 submitted: The main contention of the petitioners in the petition is that the company belonged to them which was disputed by the respondents and this was the major issue to be decided by this Bench. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the record corrected". The CLB has passed the order on 25th Feb., 2002 and this application has been made on 4th March, 2002 itself. Therefore, it would be appropriate that this Bench should delete the words "which proposition is not opposed by the respondents also as revealed during the hearing" 4. Learned Counsel further submitted: Even though on merits of the case, the Bench had concluded that the petitioners had not established the allegations contained in the petition and had also endorsed the proposal of the respondents to divide the shares of M/s Vardhman held in the company in the ratio of 68:32, yet it had given the control of the company to the petitioners purely on the ground that on conversion of the warrants, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... der is passed is concerned, the CLB has the power to modify its order in terms of Regulation 44 of the CLB Regulations even after a final order is passed. This proposition has been upheld by the Madras High Court in Shoe Specialities Private Ltd. v. Standard Distilleries and Breweries Pvt. Ltd. (19 CC 1) wherein it has held that that the CLB has inherent powers in terms of Regulation 44 of the CLB Regulations to modify an order even after the final order is passed. Since the circumstances have changed between the date of conclusion of the hearing and date of passing of the order, the intervening events which would affect the final decision of this Bench can always be taken into consideration in modifying the order. Accordingly, paragraph 35 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ne. As far as the concession on equitable ground, the company should go to the petitioners is concerned, Shri P.C. Khanna, senior counsel appearing for the respondents on 29.8.2001 made a submission that the company could be handed over to the petitioner and as such there is no scope for amending the order in this regard. As far as the distribution of shares in the ratio of 68:32 is concerned, any change in the order would amount to review of the order, which power this Bench, does not posses. Therefore, the application should be dismissed. 7. We have considered the arguments of the counsel. As far as deletion of the portion of the order relating to "which proposition is not opposed by the respondents also as revealed during the heari ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d be brought before this Bench before the order is issued. In this case, it is a matter of fact that the hearing on the petition was concluded on 11.1.2002 and the order had been reserved. It is in the knowledge of the respondents that the last date of exercising the option expired on 19.2.2002 by which time we had not passed the final order on the petition. Further, M/S Mahavir which is under the control of the respondents and which also held substantial number of warrants had also passed a resolution not to apply for conversion. This decision should have been prior to 19.2.2002. During the arguments, no mention was made that the respondents' group would not opt for conversion of the warrants into shares. Therefore, the change in the c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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