TMI Blog2018 (5) TMI 1308X X X X Extracts X X X X X X X X Extracts X X X X ..... ievance either to the original petitioner or to any of the original respondents, if some of the shareholders sell their shares for a good value of money. In that view of the matter it is just and proper to permit the applicants in IA 291, 293, 295 to 297, 299, 300, 302 to 311 of 2017 to sell their shares subject to approval, if any, required from the Regulatory Authorities. However, there shall not be any change in the share holding pattern of Vadodara Stock Exchange Ltd. The interim order dated 28-04-2016 passed by Hon’ble Company Law Board is only in respect of shareholding pattern and capital of the second respondent company herein i.e. only respect of authorised share capital and paid up share capital. This order is applicable to the applicants who approached this Tribunal but not for other shareholders of Vadodara Stock Exchange Ltd. Thus permitting the applicants to sell their shares in Vadodara Stock Exchange Ltd. to any person of their choice, subject to approval, if any, required from other Regulatory Authorities. But, there shall not be any change in the shareholding pattern of Vadodara Stock Exchange Limited. i.e. authorised share capital and paid up share capital. - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , IA No. 2 of 2017 is filed. Thereafter, some other shareholders in Vadodara Stock Exchange Ltd. filed IA 291, 293, 295 to 297, 299, 300, 302 to 311 of 2017 seeking vacation/modification of interim order dated 28-04-2016 passed by the Hon ble Company Law Board, Mumbai. Following is the order passed by Hon ble Company Law Board on 28-04-2016. On the mentioning made by the petitioner side, for having the respondents counsel conceded to maintain status quo over the shareholding and capital of the company and also not to create third party rights over the fixed assets of the company without prior approval from this Bench, for there being no objection to the petitioner counsel for passing such a direction, this Bench has, therefore, accordingly directed the respondents. Respondents are directed to file reply within four weeks hereof, rejoinder, if any, within six weeks thereof. 6. Thereafter, applicants in IA 291 of 2017 and batch in the aforesaid applications filed Intervening Petition No. 3 of 2017. 7. It is the case of intervening petitioners in Intervening Petition No. 2 of 2017 that respondents are indulging in certain acts of oppression and mismanagement and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stated on oath that their requisition for calling of Extra Ordinary General Meeting has been rejected by respondent No. 10 herein who is acting as Chairman of the company. 15. The cause of action for filing CP No. 61 of 2016 is an act of oppression and mismanagement. Intervening petitioners are shareholders of Vadodara Stock Exchange Limited and their right to participate in the proceedings cannot be taken away when they have got right to question about the acts of oppression and mismanagement, if any, in the conduct of affairs of Vadodara Stock Exchange Limited. When already a petition is pending alleging certain acts of oppression and mismanagement in the conduct of affairs of Vadodara Stock Exchange Limited there is nothing wrong in allowing the applicants/shareholders to intervene in the matter. Simply because the applicants in Intervening Petition No. 2 of 2017 are allowed to intervene the cause of action is not going to change. This Tribunal ultimately has to decide whether there are any acts of oppression and mismanagement or not after final hearing in the main petition. Therefore, this Tribunal is of the considered view that Intervening Petitioners in Intervening Petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y. The applicants further stated that they have entered into an agreement to sell their shares to M/s. Northvale Capital Pte. Ltd. According to the original petitioner, Ms. Sonal Parikh wants to acquire majority of shares and then convene AGM which is scheduled to be held on or before 30th September, 2016. Original petitioner also alleged that there is violation of interim order dated 28-04-2016 in respect of maintaining the shareholding and capital of Vadodara Stock Exchange Ltd. and for which original petitioner is contemplating separate action. 21. In the Intervening Application No. 3 of 2017 resolutions of the Board of Directors of the Company relating to the intervening applicants is filed and therefore objection of the original petitioner/first respondent herein that there is no resolutions of the Board of Directors of some of the applicants or corporate shareholders do not merit acceptance. 22. Learned CA appearing for original applicants in IA 291, 293, 295 to 297, 299, 300, 302 to 311 of 2017 and the Intervening Petition No. 3 of 2017 relying upon a decision of Hon ble Supreme Court of India in the matter of Darius Rutton Kavasmaneck v. Gharda Chemicals Ltd. contende ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their shares. For that matter, even the original petitioner can purchase shares of other shareholders also. 26. Only reason for the applicants to approach this Tribunal is interim order dated 28-04-2016 passed by Hon ble Company Law Board. Order of Hon ble Company Law Board reads that status quo be maintained in respect of shareholding and capital. It is obviously an order not to change the authorised share capital or the paid up share capital of the first respondent company but not restricting the sale of shares of a public limited company by shareholders. So long as there is no change in the shareholding pattern i.e. authorised and paid up share capital of company, there cannot be any grievance either to the original petitioner or to any of the original respondents, if some of the shareholders sell their shares for a good value of money. In that view of the matter it is just and proper to permit the applicants in IA 291, 293, 295 to 297, 299, 300, 302 to 311 of 2017 to sell their shares subject to approval, if any, required from the Regulatory Authorities. However, there shall not be any change in the share holding pattern of Vadodara Stock Exchange Ltd. The interim order date ..... X X X X Extracts X X X X X X X X Extracts X X X X
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