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It may be mentioned that (i) investments/shares specified in Clause 5 have been realized and (ii) Clause 4 has been modified by the Company Court (a) by providing for transfer to Companies nominated by the Directors of TOMCO in place of Tata Sons Ltd. and (b) by naming well reputed Chartered Accountants/Government Valuers.

In Company Application No. 250 of 1993 filed by TOMCO the Court passed an order of 29th April, 1993 directing to call the meetings of the debenture holders, creditors, ordinary shareholders arid preference shareholders on 29th and 30th June, 1993, naming the Chairman of the meetings and calling upon him to submit the report within 21 days after conclusion of the meeting, TOMCO filed the Notices and explanatory statements under Section 393(l) (a) of the Act along with a proxy form before the Company Registrar, who after considering all objections settled the explanatory statements and approved the disclosures made therein. Individual notices of the said meetings together with a copy of the Scheme of Amalgamation, the statement as settled by the Company Registrar and as required under Section 393(l)

(a) and a proxy form were sent to concerned members as required by law On 21st June, 1993 a joint communication to shareholders of TOMCO and HLL was also sent. Public notices of the meetings were also issued through the print media. The meeting of the ordinary shareholders was held on 29th June, 1993 and was attended by 1,294 members holding 85,85,009 ordinary shares and by 1,652 members holding 55,18,251 ordinary shares through proxies. In the said meeting amendment was proposed to the effect that the exchange ratio should be 5:15 shares in place of 2:15 shares as envisaged in the Scheme. 99.64% of ordinary shareholders voted against amendment and 99.72% voted in favour of the Scheme as proposed. Debenture holders voted 99%, secured creditors voted 100%, unsecured creditors voted 84.30% and preference shareholders voted 100% in favour of the Scheme. The Scheme as proposed was thus approved in all the five meetings by 99.72% of equity shareholders in terms of values and 86.72% in terms of number.