Amalgamation fairness turns on valuation credibility and shareholder commercial wisdom, not a minority's dividend objection.

A court considering sanction of an amalgamation scheme must verify statutory compliance, bona fides of the majority, and overall fairness, but it does not sit in appeal over shareholders' commercial wisdom. An exchange ratio fixed by recognised chartered accountants and supported by multiple valuation methods carries due weight, especially when approved by an overwhelming majority. A minority objection based only on reduced dividend income is insufficient to establish unfairness absent a defect in valuation. The scheme was sanctioned as the share exchange ratio was found fair, subject to protection of employees and discharge of the transferor-company's liabilities.

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Issues: Whether the scheme of amalgamation should be sanctioned despite objection to the share exchange ratio and whether the scheme was fair and reasonable.

Analysis: A scheme of amalgamation requires the court to ensure compliance with the statutory requirements, bona fides of the majority, and fairness of the scheme as a whole. The court does not sit in appeal over the commercial wisdom of the shareholders, and the exchange ratio fixed by recognised chartered accountants, especially when supported by multiple valuation methods and approved by an overwhelming majority, is entitled to due weight. A minority objection based only on reduction of dividend income does not by itself show that the ratio is unfair, particularly where no defect in the valuation is established and the scheme protects the rights of the employees and liabilities of the transferor-company.

Conclusion: The share exchange ratio was held to be fair, the objection was rejected, and the scheme of amalgamation was sanctioned subject to protection of employees and discharge of the transferor-company's liabilities.

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