Scheme of amalgamation upheld where valuation challenge failed and SEBI disclosure compliance was shown.

A challenge to a scheme of amalgamation failed because no specific illegality or perversity in the valuation exercise was shown. The valuation and fairness opinion were prepared by professional institutions, and completing multiple steps on the same day did not by itself invalidate the process. Compliance with the SEBI circulars of 4 February 2013 and 21 May 2013, along with the disclosure materials required under the Companies Act, 1956 and Clause 24(f) of the Listing Agreement, was recorded. The companies were treated as going concerns, so surplus assets did not require separate net asset valuation. In the absence of demonstrated defect, interference with the approved scheme was unwarranted.

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Issues: Whether the Tribunal was justified in approving the scheme of amalgamation despite the minority shareholders' challenge to the valuation and the alleged non-compliance with SEBI circulars and related disclosure requirements.

Analysis: The objection to the valuation failed because no specific illegality or perversity in the valuation exercise was demonstrated. The reports of valuation and fairness opinion were prepared by professional institutions, and the fact that multiple steps were completed on the same day did not, by itself, invalidate the process. The record showed compliance with the SEBI circulars dated 4 February 2013 and 21 May 2013, and the materials required under the Companies Act, 1956 and Clause 24(f) of the Listing Agreement were placed before the Tribunal. The companies were to be treated as going concerns, and therefore surplus assets were not required to be separately valued on a net asset basis. In the absence of shown illegality or perversity, interference with the approved scheme was unwarranted.

Conclusion: The challenge to the scheme of amalgamation was rejected, and the approval granted by the Tribunal was upheld.

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