Amalgamation sanction: court limits review to fairness and propriety, upholds independent expert valuations and rejects referral to regulators.

Sanction of a corporate amalgamation was approved after finding statutory meeting and notice requirements met and shareholder approval obtained; independent expert valuations were prepared using established methodologies and affirmed on review, and the court declined to reassess those valuations or to refer valuation to a regulatory body as an inappropriate forum. Objections asserting alternative statutory procedures or applicability of Rule 85 were rejected as inapplicable to the simple amalgamation. The court applied the limited judicial role requiring assessment of fairness and propriety of the commercial package and sanctioned the proposed scheme.

---

---

Issues: Whether the proposed scheme of amalgamation of the transferor companies with Consolidated Coffee Ltd. should be sanctioned by the High Court, having regard to compliance with statutory procedure and the objections raised by a minority shareholder challenging the share valuation and the proposed 1:1 exchange ratio and seeking referral of valuation to an independent authority/SEBI.

Analysis: The record demonstrates statutory procedures for meetings and notices were complied with and that shareholders gave overwhelming approval. Independent valuation reports were prepared by A.F. Furgueson & Co. and N.M. Ranji & Co. using established valuation principles and were reviewed and affirmed by A.N.Z. Grindlays Investment Division. The minority shareholder's allegations of bias against the valuers were not supported by material undermining the methodology or findings, and the request to refer valuation to SEBI was inappropriate because SEBI is not the forum for professional share valuation. Objections based on Section 42 and on alleged requirement to proceed under Sections 100-104 were treated as inconsequential in the context of an amalgamation scheme; Rule 85 was held inapplicable to a simple amalgamation of transferor companies into a transferee. Precedents and settled principles on the court's limited role in sanctioning amalgamation schemes were applied to view the scheme as a commercial package to be assessed on fairness and propriety rather than by reworking expert valuations.

Conclusion: The objections to the scheme are overruled, the minority shareholder's challenge to the valuation and 1:1 exchange ratio is rejected, and the proposed scheme of amalgamation is sanctioned and allowed in favour of the petitioning companies.

---