9911796707
TMI Blog2013 (10) TMI 1589X X X X Extracts X X X X X X X X Extracts X X X X ..... 24th October 2011; (b) In the alternative and without prejudice to prayer (a) above, this Hon'ble Court be pleased to appropriately modify the order dated 24 October 2011, so as to specifically exclude the proposed amalgamation of Asian Hotels (East) Limited from the scope of the status quo directed to be maintained thereby; (c) for ad-interim reliefs in terms of prayers (a) or (b) above;" 2. The applicant is M/s Forex Finance Pvt. Ltd. It was respondent No.9 before the Company Law Board in CA 4/2011 borne on the file of the CLB. The proceedings before the CLB were initiated by Asian Hotels (North) Ltd. and Asian Hotels (West) Ltd., the respondents herein. There are also other respondents. The CLB passed an order on 18.10.2011 dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application is disposed of." 4. It appears that the CLB thereafter heard the matter on several dates and ultimately in March, 2013, adjourned the matter with a view to enabling the parties to explore the possibility of a settlement. 5. In the meantime, a scheme of amalgamation of the applicant i.e., M/s Forex Finance Pvt. Ltd. with Asian Hotels (East) Ltd. is said to have been proposed and approved by the Board of Directors of both the companies at their meetings, subject to necessary statutory sanctions and approvals. 6. In the present application which is claimed to have been filed by way of abundant caution, it is pointed that if the scheme of amalgamation is approved by the Calcutta High Court which is the court having jurisdiction ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itigation was that the shareholding pattern in M/s Asian Hotels (West) Ltd. shall not be in violation of the take-over rules framed by SEBI which meant that there should be no increase in the shareholding pattern and it is in this context that this Court directed the parties to maintain status quo of the shareholding and that this direction of the court would not in any manner be violated if the applicant transfers the shares to the transferee-company. According to the learned senior counsel for the applicant, the only result of the amalgamation scheme, if approved, would be that instead of the applicant holding the shares, it would be the transferee-company which would be holding the shares. There will be no increase or reduction in the sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith reference to both (a) the parties (owners of the shares) and (b) with reference to the number of shares or percentage of shareholding. It is submitted that if the applicant amalgamates with another company, the process would involve a transfer of shares to the transferee-company in which case there will be a disturbance to the status quo position qua the parties, in as much as instead of the applicant holding the shares it would be the transferee-company i.e., Asian Hotels (East) Ltd. which would be holding the shares. It is also submitted that the scheme of amalgamation has not been filed before this Court and nothing is known about the same and the applicant cannot be granted its request in the absence of the full and complete details ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the respondent that no clarification of an order passed by this Court can be issued within the parameters or rule 9 of the CCR. The primary considerations for the applicability of the ruling are the prevention of the abuse of the process of this Court and the ends of justice. If an order passed by this Court needs to be clarified in the interest of justice or to meet the ends of justice, I believe it can be done in terms of Rule 9. It is not necessary that a lis should be pending before the Court so that the Rule can be invoked. Having said that, I am unable to overrule the other points raised on behalf of the respondent. The first point, namely, that "status quo" requires that both the parties who held the shares and the number of share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as not been placed before this court, nor is it made known to the respondent and therefore it would be impossible to assess the real motive behind the move. 11. In the course of the arguments, the learned counsel for the respondents did say that the order passed by this Court on 24.10.2011 cannot thwart the scheme of amalgamation. Relying on this statement, the learned senior counsel for the applicant contended that at the same breath the respondent cannot object to the clarification being issued. I think that what the learned counsel for the respondent meant to convey was that the order passed by this Court has nothing to do with the validity of the amalgamation scheme, if it is otherwise legal and valid, and nothing beyond that. I am not ..... X X X X Extracts X X X X X X X X Extracts X X X X
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