ULTRATECH CEMCO LIMITED Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) PETITIONER-COMPANY viz. Ultratech Chemical Company Limited (for short petitioner-company, resulting company or Cemco) has invoked the provisions of Sections 391 to 394 of the Companies Act to obtain sanction to their Scheme of Arrangement between Larsen and Toubro Limited (for short Landt or demerged company) and their respective shareholders and creditors and Grasim Industries Limited (for short Grasim) as a shareholder of Landt and Larsen and Toubro Employees Foundation (for short Trust ). It may be noted that the petitioner-company is a wholly owned subsidiary of the demerged company (Landt ).

(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 concerned 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-company and the demerged-company on September 24, 2003, which was later on approved. On November 3, 2003, therefore, restructuring agreement was executed between the demerged-company, Grasim, Samruddhi, and the petitioner-company as also the Larsen and Toubro Employees Foundation Trust.