Compulsory acquisition of shares requires proof of unfairness; mere dissatisfaction with disclosure does not defeat a majority-approved scheme.

A dissenting shareholder cannot resist compulsory acquisition under the Companies Act 1929 merely by saying further information would have been desirable. Where the statutory majority has approved the scheme, the scheme is treated as prima facie fair, and the burden lies on the dissentient to show unfairness or some other sufficient reason for the court to intervene. A bare complaint about inadequate disclosure, without proving that the offer or scheme was unfair, is insufficient to displace the statutory process. The practical effect is that compulsory acquisition remains binding on the minority unless unfairness or another proper ground is affirmatively established.

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Issues: Whether a dissenting shareholder could resist compulsory acquisition of his shares under section 159 of the Companies Act, 1929 on the ground that he had not been given sufficient information, without establishing that the scheme was unfair.

Analysis: The section allows the Court to order otherwise only on an application by the dissenting shareholder, and the earlier authority treated the approval of not less than nine-tenths in value of the shareholders as creating a prima facie fair scheme. The burden therefore lay on the dissentient shareholder to show unfairness or some sufficient reason for the Court to intervene. Mere complaint that further information might have been desirable, without asserting or proving that the offer was unfair, was held to be insufficient. The Court also noted that accepting such a challenge would create intolerable uncertainty in the working of the section.

Conclusion: The application failed because the shareholder did not establish unfairness or any other ground justifying interference under the section.

Final Conclusion: Relief was refused and the dissenting shareholder was left bound by the statutory majority-approved scheme, with no order as to costs.

Ratio Decidendi: Under section 159 of the Companies Act, 1929, a dissenting shareholder can defeat compulsory acquisition only by affirmatively showing unfairness or some sufficient ground for the Court to order otherwise; a mere lack of full information is not enough.

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