Lakhani had earlier opposed the proposed merger on several grounds, including allegations of wilful suppression of material facts and malafide intention of promoters in floating separate companies (TPL and TCPL) even when the synergy of business existed right from the beginning.

Justice FI Rebello had, in his order of October 15, however, ruled that "he was satisfied that the affairs of the company were not conducted in a manner prejudicial to the interest of members or to public interest and that the petitioner (TPL) has not suppressed any material facts."

In his latest memorandum of appeal, Lakhani alleges that unaudited accounts attached to the petition are fudgedand manipulated which can be ascertained by comparing them with the subsequently-published audited balance sheet and profit and loss account for the period ended March 31, 1998.

"On verifying the same with the subsequent-published audited balance sheets it could be easily seen that the unaudited balance sheet and profit and loss account attached with the petition, there are wide differences and anomalies which call for scrutiny of the entire working and activities of the company as carried out by the present management," he claims.

The appellant also points out that the transferor company had agreed to purchase 100 shares owned by him at a face value of Rs 10, which was turned down by him. The appellant, on the other hand, had insisted that the said offer should be made to all shareholders of the transferor company and not the appellant alone.

This argument, he claims, was rejected by the court "under the pretext that no other shareholder/creditors have objected to the scheme and filed their affidavitto that effect. The court has further failed to take cognisance of the appellant's statements in the affidavit that since 30 per cent of the capital is held by a large number of small public shareholders who are scattered all over India and are unable to participate in the EGM or voice their grievances by filing in their affidavit".

Lakhani adds that the valuers have not taken into account, profit earning capacity and market price while arriving at the swap ratio for the merger. The swap ratio suggested is one share of TCPL for every seven of TPL.

In his earlier affidavit, Lakhani had referred to TCPL's preferential allotment to the promoters, comprising 34,45,666 naked warrants in 1994-95, with a view to increase promoters' holding. The pricing was done as per SEBI guidelines for the warrants which were to be converted into equity shares after 18 months at Rs 72.70 per share. TPL, hence, subscribed to 7,70,426 convertible naked warrants of TCPL by making an up-front payment of Rs 7.27 per warrant. But,since the market price of TCPL at the time of exercise of the option for conversion was much lower, the option was not exercised by TPL, other promoters etc and the amount paid by TPL was forfeited. "This exercise exposes the promoters' malafide intention," Lakhani had alleged.