Statutory presumption of fairness from supermajority approval upheld; dissentient must prove scheme unfair to block transfer.

Under section 159 the court applied the presumption that a scheme approved by not less than nine tenths in value of affected shares is prima facie fair, placing the burden on dissentients to show affirmative reasons why the court should order otherwise; mere complaint of inadequate information is insufficient to displace the statutory presumption because allowing that would permit unlimited inquiries into disclosure. Outcome: application by the dissentient refused and the transfer proceeded in favour of the transferee company.

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Issues: Whether, under section 159 of the Companies Act, 1929, the Court should "order otherwise" and prevent the transferee company from acquiring the shares of a dissenting shareholder despite approval of the scheme by not less than nine-tenths in value of the shares affected.

Analysis: The Court examined section 159 and the binding effect of a scheme approved by not less than nine-tenths in value of affected shares. Reliance was placed on the prior decision in Hoare & Co., In re [1933] which established that a nine-tenths approval gives rise to a prima facie presumption that the offer is fair and that the onus lies on dissentients to affirmatively establish reasons why the Court should "order otherwise." The Court considered the applicant's complaint that he lacked sufficient information when deciding whether to accept the offer, and assessed whether lack of information alone is a sufficient ground to set aside the scheme. The Court concluded that permitting a dissentient to upset the scheme merely by asserting inadequate information would open an unlimited inquiry into disclosure demands and would go beyond the principle in Hoare & Co. The Court acknowledged sympathy for small shareholders but held that absent an affirmative showing that the scheme is unfair despite the overwhelming majority approval, the statutory presumption of fairness stands.

Conclusion: Application refused; the statutory presumption arising from approval by not less than nine-tenths of shareholders was not displaced and the relief sought by the dissentient shareholder is denied (in favour of Respondent).

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