TMI Blog2004 (7) TMI 355X X X X Extracts X X X X X X X X Extracts X X X X ..... ainst the appellant in proceedings to which the appellant was not even party. By this finding, the appellant’s right to hold shares in the MIL gets affected and even the question of violation of the terms of injunction on facts of this case, was not a matter before these forums. Therefore, the findings given by the Company Court as affirmed by the Appellate Court as to the violation of the injunction order also as to the validity of the transfer and the title of the appellant over the shares held by it in the MIL being findings which are made beyond the jurisdiction of the courts below, no hesitation in setting aside these findings. This issue as to the violation of injunction order or any other issue pertaining to the validity of title of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... suit obtained an order of interim injunction from the City Civil Court, Ahmedabad, inter alia directing MIL to maintain status quo in respect of the allotment of shares, said order was made on 27-6-1987. During the currency of the said interim order the MIL made a Rights Issue which doubled the holding of the appellant herein bringing the title holding of the appellant in MIL to about 3% of the total shareholding. MIL made an application for approving a Scheme of Amalgamation before the Company Court of the Gujarat High Court under section 391 of the Companies Act in the month of November, 1994. It is seen from the record that the said Scheme had received approval of more than 94% of shareholders of the MIL which is much beyond the stat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of 1994) and cross-appeal before the Division Bench of the said High Court. Even in the said appeal the appellant was not made a party. The Appellate Bench dismissed the challenge of the 1st respondent for the grant of approval to the Amalgamation Scheme but confirmed the findings of the trial court that the allotment of the shares in favour of appellant by the MIL was in contravention of the injunction order. The approval of the Scheme of Amalgamation has since become final. 4. In this appeal the appellant who is directly affected by the findings of the learned company Judge as well as the Appellate Court after obtaining permission to file SLP and leave to appeal is challenging the said finding before us. 5. Learned Senior Counsel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d by the City Civil Court is concerned, the same is being adjudicated in the said Court by initiating contempt proceedings by the concerned parties and it is still pending. 7. Learned counsel for the appellant in this appeal apart from the above recorded arguments, contends that the appellant will be seriously affected by the findings recorded by the Company Court as well as by the Appellate Court in regard to the violation of the injunction order which in turn affects the title of the appellant over the shares held by it in MIL. He submitted that the appellant has not been made a party either to the suit, the Company Petition or in appeal and in spite of the same, adverse order has been passed affecting its right. He also contends that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are violated by the courts below in deciding an issue against the appellant in proceedings to which the appellant was not even party. By this finding, the appellant s right to hold shares in the MIL gets affected and even the question of violation of the terms of injunction on facts of this case, was not a matter before these forums. Therefore, we are of the considered opinion that the findings given by the Company Court as affirmed by the Appellate Court as to the violation of the injunction order also as to the validity of the transfer and the title of the appellant over the shares held by it in the MIL being findings which are made beyond the jurisdiction of the courts below, we have no hesitation in setting aside these findings. This i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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