9911796707
TMI Blog2004 (4) TMI 308X X X X Extracts X X X X X X X X Extracts X X X X ..... ") and their respective shareholders and creditors and Grasim Industries Limited (for short "Grasim") as a shareholder of L&T and Larsen & Toubro Employees Foundation (for short "Trust"). It may be noted that the petitioner-company is a wholly owned subsidiary of the demerged company (L&T). 2. CemCo, in the present Petition, provided details of its capital structure and also provided capital structure of the demerged company, based on the last audited Balance Sheet of the company as on 31st March, 2003. 3. After considering the proposal from the concerning companies and after due deliberation from all aspects, a draft Scheme of Arrangement and a draft restructuring agreement was placed before the Board of Directors of the petitioner-compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... explained by the learned senior counsel Mr. I.M. Chhagla, appearing on behalf of the petitioner-company. The Scheme provides basically enhancement of shareholders value, size, scale, integration and financial strength, considering the global competitiveness and business strategy of the existing cement business. Various other factors which are requisite and relevant for the success and purpose of such Scheme have been elaborated with great details. 5. The Bombay Stock Exchange and the National Stock Exchange have also issued No Objection letters to the demerged company on November 19, 2003, and November 25, 2003, respectively. 6. Petitioner-company, therefore, had filed Company Application No. 566 of 2003 wherein, by an order dated 17th D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on on objectors' objection. 7. In the present Petition of CemCo/resulting company, there are no investigation proceedings instituted or pending under sections 235, 237, 239 and 247 of the Act against the petitioner-company. It is also averred that none of the Directors of the petitioner-company have any interest in the Scheme, save and except to the extent of their respective shareholding in the demerged-company and the petitioner-company. By order dated 13th February, 2004, the present Petition was admitted and fixed for hearing on 18th March, 2000. Statutory notices have been directed to be issued which included advertisement, as well as, notice to the Regional Director under section 394A of the Act. 8. By Affidavit dated 24th February, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fect that the Scheme is not in the interest of shareholders or creditors. 10. On record, one Mr. Vishwasrao Madhavrao Raaste, a shareholder and contemplative activist of Pune has raised objection to the Scheme of Arrangement in question. The detail objections, as well as, its respective reasoning have been given separately in Company Petition No. 120 of 2004. There is no specific Affidavit or objection raised by Mr. Raaste in the present Company Petition No. 121 of 2004. There are no other interveners or objectors on record. Mr. Raaste, in spite of repeated opportunity given, has not filed any written submission or arguments on record. The matter was closed for orders on 5th April, 2004. Parties have been directed to file their Written Sub ..... X X X X Extracts X X X X X X X X Extracts X X X X
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