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"3.12 The scrutineers after verifying the poll papers informed the results as under :
(i) 463 members holding 14,02,10,513 votes who attended the meeting either in person or through proxies voted in favour of the proposed scheme of arrangement being adopted and carried into effect.
(ii) 35 members holding 13,845 votes who attended the meeting either in person or through proxies voted against the proposed scheme of arrangement being adopted and carried into effect."

11. The petitioner-company, thereafter, has filed the present company petition for the sanction of the scheme of arrangement under Sections 391 to 395 of the Companies Act read with Rules 79 to 87 of the Company Rules, along with the affidavit as required under Rules 18 and 21 of the Company Rules.

"So far as the transferee company is concerned, though the appellant was not a director he was a 5 per cent. shareholder who did not think it fit to personally remain present at the time of voting and simply relied upon the proxy. If he was feeling that the scheme was unfair to him or was not going to protect his interest as shareholder in the respondent-company nothing prevented him from remaining present and voicing his grievance before the general body of the equity shareholders and to apprise them of the alleged pernicious effect to the scheme. It is, therefore, too late in the day for him to contend that the scheme was unfair to him and that the family of Arvind Mafatlal had tried to dominate and engineer any adverse pattern of voting at the meeting of the equity shareholders."

58. The word "arrangement" has a very wide dimension. It is a term of wider connotation. Section 390 of the Companies Act itself provides that arrangement includes reorganisation of the shares, share capital of the company by the consolidation of shares of different classes.

59. Unanimous and/or majority decisions:

Mr. Virendra Tulzapurkar, learned senior counsel for the petitioner-company (L & T) read and referred to the Supreme Court judgments and pointed out, after going through the salient features of the scheme, that all the statutory formalities and procedures have been complied with as per the Companies Act and the rules made thereunder. The scheme was approved by 463 members holding 140,210,213 votes who attended the meetings, either in person or through proxies. Only 35 members holding 13,845 who attended the meeting either in person or through proxies voted against the proposed scheme. In the meeting of the unsecured creditors, which was attended by 63 unsecured creditors, entitled together to Rs. 2,487,405,000 value of debts and FDs have unanimously approved the scheme. Equity shareholders who attended the meeting were 620 in number, holding equity shares of transferor company entitled together to 140,240,184 equity shares of Rs. 10 each. The scheme was approved by 463 members against 35 members. Mr. V. M. Raaste objected in the said meeting of equity shareholders held on February 3, 2004, suggested two modifications. The said modifications were put to vote and the said modifications were defeated by an overwhelming majority of votes. The majority decision of the respective shareholders cannot be disrespected at the instance of a few shareholders like the present objectors in this matter. The scheme was approved unanimously. If the secured creditors, unsecured creditors, equity shareholders who are the basic limb of any company like the petitioner-company, approve the scheme with full knowledge, understanding and its effect and as the same is in the interest of the company, based on the expert chartered accountant's report, on technical grounds or objections, as raised by the objectors, such arrangement cannot be disturbed or interfered with by the court. The reference to Hindustan Lever Employees Union's case [1994] 4 Comp LJ 267; [1995] 83 Comp Cas 30 (SC) is relevant at this stage (page 49 of 83 Comp Cas) :
"So far as the transferee company is concerned though the appellant was not a director he was a 5 per cent. shareholder who did not think it fit to personally remain present at the time of voting and simply relied upon the proxy. If he was feeling that the scheme was unfair to him or was not going to protect his interest as shareholder in the respondent-company nothing prevented Mm from remaining present and voicing his grievance before the general body of the equity shareholders and to apprise them of the alleged pernicious effect of the scheme. It is, therefore, too late in the day for him to contend that the scheme was unfair to him and that the family of Arvind Mafatlal had tried to dominate and engineer any adverse pattern of voting at the meeting of the equity shareholders,"