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Our Infrastructure Bureau
Mumbai, Dec 21: A division bench of the Mumbai high court on Monday stayed the planned merger of Tainwala Polycontainers (TPL) with Tainwala Chemicals & Plastics (TCPL). The court caveat was in response to an appeal filed by Tainwala Polycontainers minority shareholder Dinesh V Lakhani.
The bench, comprising justice SN Variava and justice Datar, was also critical of the alleged manner in which publicly-listed companies were being run by promoter groups. Specific reference was made to high-cost borrowings made by the Tainwala group, which were subsequently lent out on an interest-free basis to other firms in which company directors had interests.
Lakhani, who argued in person, 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.
However, justice FI Rebello had, in his order of October 15,ruled that "he was satisfied that the company's affairs were not conducted in a manner prejudicial to the interest of the members or to public interest and that the petitioner (TPL) has not suppressed any material facts".
The minority shareholder had later, in his memorandum of appeal against the above order, alleged that unaudited accounts attached to the petition were fudged and manipulated. This, he claimed, could be ascertained by comparing them with the subsequently-published audited balance sheet and profit and loss account for the period ended March 31, 1998.
The appellant had also pointed 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. Lakhani, 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. The division bench, on Monday, urged the Tainwala group to consider extending the offer to all shareholders.
Meanwhile, Lakhanihas, among other reliefs, sought that pending the hearing and final disposal of the appeal, the Director of Company Affairs, law ministry and other authorities investigate into the affairs of the Tainwala group of companies.
Copyright © 1998 Indian Express Newspapers (Bombay) Ltd.
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