Dissenting shareholder fairness test under section 209 requires affirmative proof of unfairness, not mere criticism of the share scheme.

A dissenting shareholder could resist a statutory share acquisition only by affirmatively proving that the scheme was unfair under section 209 of the Companies Act 1948. The burden lay on the applicant, and the fact that the statutory majority had accepted the offer weighed against interference. Although the circular was criticised for lacking detail and the scheme was capable of improvement, there was no bad faith, deception, or intentional misleading, and the offer was not shown to be patently unfair. The applicant therefore failed to establish unfairness, and the challenge to transfer failed.

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Issues: Whether the applicant, as a dissenting shareholder, had established that the share acquisition scheme was unfair so as to resist transfer under section 209 of the Companies Act, 1948.

Analysis: The relevant test was whether the scheme was affirmatively shown to be unfair, not merely capable of criticism or capable of improvement. The applicant bore the burden of proving unfairness against the background that the statutory majority had accepted the offer. The scheme was found open to criticism in some respects and the circular lacked detail, but there was no bad faith, deception, or intentional misleading. On the material before the Court, the offer was not shown to be patently or obviously unfair, and the comparative values indicated that the applicant was receiving substantial value in exchange for the shares given up.

Conclusion: The applicant failed to prove that the scheme was unfair within the meaning of section 209, and the challenge failed.

Ratio Decidendi: Under section 209, a dissenting shareholder can avoid the statutory acquisition only by affirmatively proving that the scheme is unfair; mere criticism, lack of perfection, or the possibility of a better bargain is insufficient where the statutory majority has approved the scheme.

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