Recalling a sanctioned amalgamation scheme requires timely challenge, material prejudice, and a basis to disturb the meeting result.

A recall of a sanctioned amalgamation scheme was refused where the challenge was brought more than two years late and the explanation for delay was unsatisfactory. The Court noted that notices had been published as directed, earlier proceedings concerning the same scheme had been pursued elsewhere, and no other shareholder had complained. It further found that the applicant's shareholding was too small to alter the meeting outcome, so even if his objections were accepted there was no material prejudice. Allegations of fraud, suppression, and procedural irregularity were therefore insufficient to unsettle the sanction order.

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Issues: Whether the order sanctioning the scheme of amalgamation should be recalled on the grounds of alleged non-service of notice, fraud, suppression of facts, and delay in challenging the sanction order.

Analysis: The challenge was held to be belated, coming more than two years after the sanction order, and the explanation for the delay was found unsatisfactory. The record showed publication of notices as directed by the Court, prior proceedings in relation to the same scheme had been pursued elsewhere, and no complaint had been made by any other shareholder. The appellant's holding was found to be too small to have altered the result of the meetings, even on the assumption that his objections were accepted, and the alleged fraud or procedural irregularities were found insufficient to justify recalling the sanction order.

Conclusion: The application for recall failed and the order sanctioning the scheme was not interfered with.

Final Conclusion: The appeal was rejected because no legal or factual basis was found to unsettle the sanctioned amalgamation.

Ratio Decidendi: A recall of a sanctioned scheme will not be granted where the challenge is inordinate and unexplained, the alleged procedural defects cause no material prejudice, and the applicant lacks sufficient voting strength to affect the result.

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