2014 (5) TMI 1241 - HC - Indian Laws

Courts cannot override creditor-approved demerger schemes based on commercial wisdom or alternative valuation methods

In Re. : SKS Ispat & Power Ltd and SKS Cements Limited

Bombay HC sanctioned a demerger scheme of arrangement, holding that courts lack jurisdiction to examine matters within commercial wisdom of creditors and ... Sanction of Scheme of Arrangement for demerger - HELD THAT:- It has neither the expertise nor the jurisdiction to examine matters that lie within the commercial wisdom of creditors and members of the Company. The sanctioning Court must ensure that the requisite statutory procedure has been followed and that the scheme as a whole is found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision. Once these broad parameters are met, the Court has no further jurisdiction, let alone an appellate jurisdiction. Moreover, once a share exchange ratio has been worked out by a recognised firm of Chartered Accountants, it is not for the Court to substitute its own view as to the share exchange ratio especially when the one recommended by the Chartered Accountants has been accepted by the overwhelming majority of the shareholders and creditors. In the present case, Tata Capital is unable to show how the scheme is prejudicial to a class. All the Tata Capital says is that some other valuation method ought to have been used. No attempt is made to demonstrate how the present valuation method prejudices the shareholders or other creditors. It is settled law that there need not be a unity of the objects or purposes of the two companies in question, whether in a scheme of amalgamation or in a scheme of demerger as in the present case. Where it is demonstrated that business efficiency and commercial prudence justify such a demerger, it cannot be opposed by the solitary creditor on the ground that its debts, though otherwise secured, and though otherwise sought to be enforced, have not been fully satisfied. Conclusion - The commercial wisdom of shareholders and creditors should be respected unless there is clear evidence of unfairness or public harm. There is no substance to the objections raised. The Scheme is sanctioned as prayed for. 1. ISSUES PRESENTED and CONSIDEREDThe core legal questions considered in this judgment include:Whether the Scheme of Arrangement for the demerger of the Cement Division of SKS Ispat & Power Limited into SKS Cements Limited should be sanctioned.Whether the valuation method used for the demerger is appropriate and fair.Whether the objections raised by Tata Capital, a creditor of SKS Ispat, are valid and sufficient to prevent the sanctioning of the Scheme.Whether the Scheme is in the public interest and complies with legal and procedural requirements.2. ISSUE-WISE DETAILED ANALYSISIssue 1: Sanctioning the Scheme of DemergerRelevant legal framework and precedents: The court considered the legal standards for sanctioning a scheme of arrangement, focusing on whether the scheme is fair, reasonable, and not opposed to public interest, as established in Miheer H. Mafatlal v. Mafatlal Industries Ltd.Court's interpretation and reasoning: The court found the Scheme justified on grounds of business efficiency and operational focus, as it allows SKS Ispat to concentrate on its core business while developing the cement division through its subsidiary.Key evidence and findings: The Scheme was approved by the majority of shareholders and creditors, and no objections were raised by statutory authorities.Application of law to facts: The court applied the legal framework to determine that the Scheme met the necessary criteria for sanctioning, emphasizing the commercial wisdom of the parties involved.Treatment of competing arguments: The court dismissed Tata Capital's objections, noting that they were primarily based on their status as a disgruntled creditor rather than substantive legal grounds.Conclusions: The Scheme was sanctioned as it was deemed fair, reasonable, and in the interest of business efficiency.Issue 2: Appropriateness of the Valuation MethodRelevant legal framework and precedents: The court considered the appropriateness of different valuation methods, including the Net Asset Value (NAV) method used by the appointed Chartered Accountants.Court's interpretation and reasoning: The court agreed with the use of the NAV method, as the cement division was not operational, making other methods like the P/E Valuation method unsuitable.Key evidence and findings: Both M/s. S.B. Wakharkar & Co and M/s. S.M. Pradhan & Co used the NAV method and arrived at a similar valuation, which the court found credible.Application of law to facts: The court applied the principle that it should not substitute its judgment for that of independent professionals unless there is compelling evidence of error.Treatment of competing arguments: Tata Capital's insistence on using the P/E method was rejected due to the lack of operational history and the nascent stage of the cement division.Conclusions: The court upheld the valuation method used, finding it appropriate under the circumstances.Issue 3: Validity of Tata Capital's ObjectionsRelevant legal framework and precedents: The court considered the objections in light of the legal standards for creditor objections to a scheme of arrangement.Court's interpretation and reasoning: The court found Tata Capital's objections insufficient, as they were not supported by evidence of prejudice to creditors or shareholders.Key evidence and findings: Tata Capital's objections were primarily based on speculation about future asset sales and lacked substantive legal backing.Application of law to facts: The court applied the principle that objections must demonstrate actual prejudice or illegality, which Tata Capital failed to do.Treatment of competing arguments: The court noted that other creditors and shareholders supported the Scheme, undermining Tata Capital's position.Conclusions: Tata Capital's objections were dismissed as unfounded.3. SIGNIFICANT HOLDINGSPreserve verbatim quotes of crucial legal reasoning: 'The sanctioning Court must ensure that the requisite statutory procedure has been followed and that the scheme as a whole is found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision.'Core principles established: The court reaffirmed the principle that it should not interfere with the commercial decisions of shareholders and creditors unless there is clear evidence of unfairness or illegality.Final determinations on each issue: The Scheme of Demerger was sanctioned; the valuation method used was deemed appropriate; Tata Capital's objections were dismissed.