Court upholds amalgamation order; dismisses recall application citing majority consent, notice dispatch, and delayed response.

The court dismissed the application seeking the recall of the order sanctioning the scheme of amalgamation, emphasizing the majority consent obtained, proper dispatch of notices, and the applicant's delayed response as reasons for upholding the original order. The court found no merit in the arguments presented regarding the reduction in equity stake, validity of the share exchange ratio and valuation, and the timeliness and motivation behind the application.

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Issues Involved:
1. Recall of the order dated 20.02.2013 sanctioning the scheme of amalgamation.
2. Alleged non-receipt of communication seeking consent/no-objection for the scheme of amalgamation.
3. Reduction in equity stake post-amalgamation.
4. Validity of the share exchange ratio and valuation.
5. Timeliness and motivation behind the application.

Issue-wise Detailed Analysis:

1. Recall of the Order Dated 20.02.2013:
The applicant, D.D. Global Capital Ltd., sought the recall of the order dated 20.02.2013, which sanctioned the scheme of amalgamation involving 13 companies, including Gulab Buildtech Private Limited and Verma Buildtech & Promoters Private Limited. The applicant was a shareholder in both companies and claimed that the amalgamation reduced its equity stake significantly.

2. Alleged Non-receipt of Communication:
The applicant contended that the order dated 28.05.2012, which dispensed with the shareholders' meetings, was based on falsehood as the communication seeking consent/no-objection for the scheme was never received. The court, however, found that BDR had dispatched notices to shareholders, including the applicant, and obtained consents from more than 3/4th in value of the shareholders and creditors. The court emphasized that inadvertent omission or bona fide mistakes in issuing notices are not fatal if the resolution has the approval of a majority comprising 3/4th in value.

3. Reduction in Equity Stake Post-amalgamation:
The applicant argued that the reduction in its equity stake from 4.50% and 21% in transferor companies to 2.97% in BDR was not in its best interest and contrary to public interest. The court noted that the share exchange ratio was 1:1 for transferor company no. 9 and 1:12 for transferor company no. 10, and the applicant was entitled to 1,03,200 shares and 2,71,080 shares respectively. The court found that the reduction in equity stake alone was insufficient to set aside the scheme.

4. Validity of the Share Exchange Ratio and Valuation:
The applicant challenged the share valuation and exchange ratio, claiming they were faulty. The court held that matters of valuation and share exchange ratios fall within the domain of the concerned companies and would not be interfered with unless fraud or public interest issues were evident. The court referenced the Supreme Court judgment in Miheer H. Mafatlal vs Mafatlal Industries Ltd., emphasizing that commercial decisions should not be overturned lightly.

5. Timeliness and Motivation Behind the Application:
The court observed that the applicant moved the court only in January 2014, despite receiving communication on 08.03.2013 to surrender original share certificates. The court found this delay problematic and indicative of a lack of timely intervention. Additionally, the court noted allegations that the application was motivated by disputes involving the applicant's promoter/director and BDR.

Conclusion:
The court dismissed the application, finding no merit in the arguments presented. The court emphasized that the majority consent obtained, the proper dispatch of notices, and the applicant's delayed response all contributed to the decision to uphold the original order sanctioning the scheme of amalgamation.

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