TMI Blog1998 (12) TMI 492X X X X Extracts X X X X X X X X Extracts X X X X ..... into Gujarat Ambuja Exports Limited. Gujarat Ambuja Exports Limited has filed Company Petition No. 141 of 1998, seeking the approval to the very scheme. Mrs. Soparkar has appeared for the petitioners in Company Petitions Nos. 140 of 1998 and 142 of 1998 and Mr. S.N. Soparkar has appeared in Company Petition No. 141 of 1998. The scheme enclosed with these petitions is based on a commercial decision arrived at by the persons in charge of the companies concerned, and two independent chartered accountants, namely M/s. Talati and Talati and M/s. Kantilal Patel and Co. have examined this scheme and the exchange ratio has been fixed on the basis of their reports. This issue is also examined by the chartered accountants appointed by the official ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e that as far as his client is concerned, he has been duly notified and that is how he is appearing. However, as far as the others are concerned, Mrs. Soparkar has filed an affidavit-in-reply affirmed by Mr. V.K. Gupta, who is the chairman of Gujarat Ambuja Cotspin Limited. In this affidavit it is stated that, approximately 1,80,000 shareholders were to be notified. It is also stated in the affidavit that the hearing of the petition has been advertised in as many as 22 newspapers and separate individual notices were also despatched through post and a certificate given by the postal authorities is enclosed with the reply. Mr. Bhatt states that the person concerned who had given the certificate does not have the authority to give such certifi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... se aspects are concerned, it is for the majority of the shareholders and the concerned chartered accountants to look into as held by the Hon'ble Supreme Court in the case of Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 87 Comp Cas 792 ; AIR 1997 SC 506. In para. 39 of this judgment it has been stated that, it is for the equity shareholders acting bona fide in the interest of their class as a whole to accept a particular scheme and once the exchange ratio is worked out by a recognised firm of chartered accountants who are experts in the field of valuation and if no mistake can be pointed out in the said valuation, it is not for the court to substitute its exchange ratio, especially when the same has been accepted without demur ..... X X X X Extracts X X X X X X X X Extracts X X X X
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