1. Heard Mr. Ratnanko Benarjee, learned senior counsel for the petitioners and Mr. Jishnu Saha, learned senior counsel for the objector, Smt. Sharmila Vijay Shetty.

2. Company Petition No. 3/2013 has been filed by Buragohain Tea Company Ltd. and B&A Ltd. under sections 391(2) and 394 of the Companies Act, 1956 seeking amalgamation of the two companies. The Scheme of amalgamation has been placed on record. Company Petition No. 3/2013 has already been admitted for hearing and this court had also permitted the objector to file affidavit which she has filed objecting to the prayer for amalgamation.

3. In the meanwhile, the objector filed an affidavit on 29.4.2014 in the form of objection, with the prayer that Company Petition No. 3/2013 either be dismissed or be stayed/adjourned sine die.

4. It was this objection which was heard by this court on 11.2.2015.

Learned senior counsel appearing for the objector has referred to the affidavit filed on 29.4.2014 and the documents annexed thereto and submits that objector has filed Company Petition No. 186/2013 before the Company Law Board, Eastern Region Bench, Kolkata under sections 397 and 398 of the Companies Act, 1956 alleging mismanagement and oppression of minority shareholder by the Board of Directors of B&A Ltd. He submits that objector was the joint owner of a block of 8,61,913 shares held by her along with her father Hemendra Prasad Barooah. On the death of her father the said block of shares have devolved on her and she is now the sole owner of the said block of shares. He further submits that in addition to that, objector's late mother during her lifetime had gifted her another block of 2,21,230 shares. If these two blocks of shares are taken together, objector is the single largest shareholder in the Company, i.e., B&A Ltd. Insofar the two blocks of shares are concerned, it is the subject-matter of litigation at Jorhat where separate orders of status quo were passed by the civil court.

5. There was an endeavour to change the articles of associations of the Company to divest the ownership of the objector over the block of shares which was jointly owned by her along with her late father. Considering all these aspects Company Law Board had passed an interim order on 24.1.2014 directing continuance of status quo in respect of the shares belonging to the objector,

6. In the above background, learned senior counsel submits that the move by the Company for amalgamation of the transferor-company with the Company is only for the purpose of further strengthening the strangle hold of the present management over the affairs of the Company to the further detriment of the objector. The move for amalgamation of the two companies is not based on sound commercial or business logic and, therefore, this court should not give its imprimatur to the scheme of amalgamation placed before the court. In any case, if the amalgamation proceeding is concluded before the Company Petition filed by the objector is decided by the Company Law Board it will cause serious prejudice to the objector inasmuch as it may result in reduction in the shareholding of the objector leading to her further marginalization in the affairs of the Company. In such circumstances, learned senior counsel submits that it would be sound and proper if the further proceedings in Company Petition No. 3/2013 pending before this court is kept in abeyance till the Company Petition No. 186/2013 is decided by the Company Law Board.

7. Per contra, Mr. Banerjee, learned senior counsel appearing for the petitioners submits that there is no nexus between the two proceedings, one pending before the Company Law Board and the other pending before this court. The matter which is pending before the Company Law Board relates to the alleged grievance of the objector regarding mismanagement and oppression by the management of the Company. If the objector succeeds in the said proceeding, she will be granted the relief that she may be legally entitled to under

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