Inherent powers cannot alter an implemented amalgamation scheme or compel post-sanction listing absent proven bona fide default.

An application under Rule 9 of the Companies (Court) Rules, 1959 could not be used to obtain post-sanction directions that would alter or frustrate an implemented amalgamation scheme, because inherent powers do not permit the company court to put the clock back or grant fresh substantive relief inconsistent with the scheme. The proper remedy for such grievances lay elsewhere. On the alleged failure to list the resultant company under Clause 3.7, the record showed continuing efforts to secure listing through approvals, merchant bankers, and regulatory processes, with no proof of deliberate default or lack of bona fides. No judicial interference was warranted.

---

---

Issues: (i) whether the application under Rule 9 of the Companies (Court) Rules, 1959 was maintainable to seek further directions altering the sanctioned scheme and compelling a time-bound listing of shares; and (ii) whether the respondents had failed to comply with Clause 3.7 of the sanctioned scheme by not getting the resultant company listed on the stock exchange.

Issue (i): whether the application under Rule 9 of the Companies (Court) Rules, 1959 was maintainable to seek further directions altering the sanctioned scheme and compelling a time-bound listing of shares.

Analysis: The relief sought would have required the company court to recall or frustrate the working of the sanctioned scheme after the result of amalgamation had already taken effect. The inherent powers of the company court could not be used to put the clock back or to grant a fresh substantive direction inconsistent with the scheme as implemented. The proper course for any grievance of the kind alleged was a proceeding under the relevant oppression and mismanagement provisions.

Conclusion: The application was not maintainable under Rule 9, and the relief sought could not be granted in exercise of inherent powers.

Issue (ii): whether the respondents had failed to comply with Clause 3.7 of the sanctioned scheme by not getting the resultant company listed on the stock exchange.

Analysis: The record showed repeated steps taken to initiate the listing process, including internal corporate approvals, engagement of merchant bankers, and attempts to proceed under the applicable securities law regime. The inability to secure listing was attributed to regulatory and market circumstances, including refusal of relaxation and the changed commercial position of the company. On the materials placed, the Court found no lack of bona fides or deliberate default in the efforts to comply with the sanctioned scheme.

Conclusion: There was no proved non-compliance with Clause 3.7 warranting judicial interference.

Final Conclusion: The appeal failed because the requested relief was not available in the present proceedings and no basis was found to interfere with the respondent's efforts regarding listing.

Ratio Decidendi: A company court cannot, by invoking inherent powers, grant post-sanction relief that would effectively alter or frustrate an implemented scheme of amalgamation, particularly where the alleged non-compliance is not shown to be deliberate or lacking in bona fides.

---