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of <h1>High Court Approves Amalgamation Scheme: Shareholders' Prerogative Upheld</h1> <h3>Operations Research (India) Ltd., In re</h3> Operations Research (India) Ltd., In re - [1999] 19 SCL 414 (GUJ) Issues:Approval for the scheme of amalgamation of the petitioner company with another company.Analysis:The petition was filed by Operations Research (India) Ltd. seeking approval for the scheme of amalgamation with MARG Marketing and Research Group (P.) Ltd. The transferor company is registered under the Companies Act, 1956, with its registered office in Baroda, while the transferee company is also a company incorporated under the Companies Act with its registered office in Bombay. Meetings were held with shareholders and creditors, including Bank of Baroda, who consented to the proposed amalgamation scheme. Necessary advertisements were issued, and objections were invited, but none were raised. The Official Liquidator (OL) did not object to the scheme, while the Regional Director of Company Affairs raised objections that were later withdrawn in a similar case in the High Court of Bombay.The Regional Director's objections were related to the main objects not being mentioned in the Memorandum of Association of the transferor company and the ratio of shares allotted in the amalgamation scheme. The Court held that the objection regarding the main objects was unfounded as changes were made through a special resolution in 1987. Regarding the share ratio objection, the Court emphasized that it is the shareholders' prerogative to accept the ratio, and as long as no objections were raised by affected parties, the Court cannot question the commercial wisdom of the shareholders. Legal precedents were cited to support this position. Ultimately, the Court found no grounds to refuse approval for the amalgamation scheme, and it was approved, allowing the transferor company to merge with the transferee company.The judgment was delivered by S.D. Pandit, J., and the petition was approved on March 5, 1999.
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