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2015 (8) TMI 1410 - HC - Companies LawEligibility of sanctioned scheme - proof of direction for listing of the shares of the Company with reference to Clause 3.7 of the sanctioned scheme - Eligibility under the relevant Securities and Exchange Board of India Regulations - Held that:- As gone through the detailed reasons given in the reply of the resultant Company, affirmed by the affidavit of Shri Vinay Kumar Dadheech, and do not find any lack of bonafides in making sincere efforts for compliance of Clause 3.7 of the Sanctioned Scheme. The permission from the SEBI has not come forward on account of unavoidable reasons, which cannot be attributed to the respondents. It was not their fault, in which the shares could not be listed on the Stock Exchanges. Also find that the appellant continuous to be shareholder of the resultant Company, and that he has also exercised option to subscribe to the rights shares, which goes to demonstrate that the appellant, as on date, did not have any intention to exercise the exit option, for which he had pressed the application before learned Company Judge, nor he has accepted an offer made by respondents to make a joint effort for a willing buyer on mutually acceptable price. We also agree with the submission of learned counsel appearing for the respondents that the application of the kind, filed by the appellant, was not maintainable under Rule 9 of the Rules of 1959. The inherent powers of the Company Courts do not extend the power to pass order, which may recall and frustrate the Scheme of Amalgamation, on any subsequent developments after the Resultant Company has been incorporated putting the clock back. No good ground to interfere. If the appellant wants to seek any relief, he may, if so advised, apply under Section 397/398 of the Act of 1956, subject to his competence, for appropriate orders.
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