RASIK S POLADIA Vs. LARSEN AND TOUBRO LTD

JUDGEMENT

(1.) THESE three appeals arise out of the judgment dated April 22, 2004 passed by the learned Company Judge sanctioning scheme of Arrangement between Larsen & Toubro Limited and their respective sharesholders and creditors and Grasim Industries Limited as a shareholder of Larsen & Toubro Limited and Larsen & Toubro Employees Foundation and, therefore, these three appeals were taken up together for motion hearing.

(2.) THE appellants were interveners/objectors before the learned Company Judge and objected to the Scheme of Arrangement. In the appeal filed by Shri Poladia, the learned Counsel appearing for him challenged the order of the learned Company Judge on diverse grounds inter alia : (i) that the company was guilty of non-disclosure of material particulars, particularly restructuring agreement; (ii) the incorrect statements were made; (iii) in fact there was no valuation report as contended by the company and (iv) the small/retail shareholders formed the class if its own and, therefore, the separate meeting ought to have been called. The learned Counsel also handed in compilation of judgments.

(3.) IT is not in dispute before us that the Scheme of Arrangement sanctioned by the learned Company Judge was fully implemented by the second week of May, 2004. All these appeals have been preferred after the Scheme Arrangement sanctioned by the learned Company Judge was implemented. Shri V.M. Raste filed the Appeal No.457/2004 on 9th June, 2004 and Appeal No.458/2004 on 14th June, 2004 while the other appellant Shri R.S. Poladia filed the Appeal No.431/2004 on 11th June, 2004.