The court ruled that the Board's resolution regarding a merger does not violate Company Act provisions, and the necessity for shareholder approval under Section 293 was not substantiated.

1. The appellant is the original plaintiff in the suit. The plaintiff is aggrieved by the impugned order passed by the learned single Judge declining to grant to the plaintiff an ad - interim order of injunction restraining defendant nos.1 to 8 and 13 to 17 from taking steps in implementation of the agreement dated 27.6.2001 without obtaining the approval of the shareholders of defendant no. 1 Company under S.293(1)(a) of the Companies Act and from giving effect to the Resolution dated 25.7.2001 passed by the Board of Directors pursuant to the said agreement and further from in any manner interfering with the exercise of voting rights by the plaintiff of its preference shares.

2. On the request of the learned counsel for the parties, considering the facts and circumstances of the case, we have taken up for decision the Notice of Motion in the suit for grant of interim injunction instead of only considering the question of grant of ad - interim injunction. In order to appreciate the rival contentions, the facts in brief may be stated as follows.

3. The plaintiff is a body corporate incorporated under the laws of Mauritius and is a wholly owned subsidiary of C.D.C. Group plc, a company incorporated under the laws of England and Wales. The plaintiff and defendant nos.9 to 12 are foreign investors who own approximately 40% of the equity in defendant no. 1 BPLCOM. The plaintiff, in addition, holds 14,870,000 non - convertible preference shares in defendant no. 1. The defendant nos.2 to 6 and defendant no. 8 are Indian promoter - shareholders of defendant no. 1. The defendant no. 7 is the Executive Chairman of defendant no. 1. The defendant nos.13 to 15 are parties to the agreement dated 27.6.2001 which is being impugned by the plaintiff. The defendant no. 1 has four subsidiaries, including defendant no. 16 (BPLMobile) and defendant no. 17 (BPLMCL). The defendant no. 1 holds 74% shares in defendant no. 16 and 51% in defendant no. 17. France Telecom holds the remaining 26% shares in defendant no. 16 and Media One holds remaining 49% shares in defendant no. 17. The defendant no. 16 holds a Cellular Telephony Operating Licence for and conducts the business of offering cellular services in the circle of the Mumbai Metropolitan Area. The defendant no. 17 holds operating licences for and conducts the business of cellular services in the circles of Kerala, Maharashtra and Tamilnadu.

4. The plaintiff has averred that the investment of the foreign investors in defendant no. 1 is in the region of US $ 214 million. According to the plaintiff, the foreign investors have invested in defendant no. 1 on the basis of certain rights assured to them under various agreements entered into with the Indian promoters and defendant no. 1. These agreements require, inter alia, the affirmative vote of each of the foreign investors in respect of important decisions, including the disposition of any business (whether by way of merger, sale of stock, sale of assets or otherwise). Their consent is also required in respect of the disposition of all or any part of defendant no. 1s shareholding in any of the subsidiaries, including defendant nos. 16 and 17. However, we hasten to add that the plaintiff has categorically stated in the plaint that the plaintiff is not enforcing the rights and privileges arising from any of these agreements.

5. It appears that in view of defendant no. 1s inability to fulfill the requirements for initial public offer, and as the foreign investors opposed injection of f