2000 (7) TMI 901 - HC - Companies Law

Summary

Issues Involved:
1. Sanction and approval of the scheme of amalgamation.
2. Objection to the scheme of amalgamation by Chintan Textiles Private Limited.
3. Appropriateness of the proposed swap ratio.
4. Alleged inducement and misrepresentation in purchasing shares.
5. Procedural compliance and availability of documents.
6. Bona fides of the applicants' objection.
7. Valuation methods and fairness of the swap ratio.
8. Request for independent chartered accountants' report.
9. Jurisdiction and role of the court in approving the scheme.

Issue-wise Detailed Analysis:

1. Sanction and approval of the scheme of amalgamation:
The petition was filed by Varuna Investments Limited seeking sanction and approval of the scheme of amalgamation with Tata Investments Corporation Limited under sections 391 and 394 of the Companies Act, 1956. The Regional Director of Companies and the Official Liquidator submitted no objection to the sanction of the scheme. An independent chartered accountant appointed by the court also found no prejudicial conduct in the affairs of Varuna Investments Limited.

2. Objection to the scheme of amalgamation by Chintan Textiles Private Limited:
Chintan Textiles Private Limited filed an application seeking rejection of the amalgamation scheme, arguing that it was not in the interest of the shareholders of Varuna Investments Limited due to an inappropriate swap ratio and that the scheme was illusory, not genuine, and unfairly benefited the Tata group of companies.

3. Appropriateness of the proposed swap ratio:
The applicants contended that the proposed swap ratio was undervalued. They relied on a report by their auditors, Dhirajlal Shah and Company, which suggested a higher valuation based on the break-up value of the shares. However, N.M. Raiji and Company, the chartered accountants appointed by the court, recommended the swap ratio based on a combination of valuation methods, including net assets, earnings capitalization, and market price.

4. Alleged inducement and misrepresentation in purchasing shares:
The applicants claimed they were induced to purchase shares in 1983 based on representations that Varuna Investments Limited would become a full-fledged independent company and be listed on major stock exchanges. They argued that these promises were not fulfilled, and the company engaged in unfair market operations.

5. Procedural compliance and availability of documents:
The applicants argued that they did not have access to necessary documents such as the balance-sheet and valuation reports. However, the court found that the notice of the meeting included an offer for inspection of all relevant documents at the registered office, and the applicants had the opportunity to raise their objections at the meeting.

6. Bona fides of the applicants' objection:
The court questioned the bona fides of the applicants, noting that they had raised objections only to stall the amalgamation. The applicants had previously expressed a desire to sell their shares and had not provided concrete evidence to support their claims about the net asset value of the shares.

7. Valuation methods and fairness of the swap ratio:
N.M. Raiji and Company used a combination of well-accepted valuation methods to determine the fair value of the shares. The court found that the valuation by Dhirajlal Shah and Company did not consider tax liabilities and was based solely on the appreciation in value of investments held by Varuna Investments Limited.

8. Request for independent chartered accountants' report:
The applicants requested an independent chartered accountant to hold an enquiry. The court noted that the procedure under sections 391 and 394 had been duly followed, and an independent chartered accountant had already been appointed by the Official Liquidator, who found no objection to the scheme.

9. Jurisdiction and role of the court in approving the scheme:
The court emphasized that its role is supervisory and not appellate, as established in the ruling of Miheer H. Mafatlal v. Mafatlal Industries Ltd. The court must ensure that the scheme is fair, just, reasonable, and not contrary to any provisions of law or public policy. The court found no evidence of illegality or fraud and approved the scheme, noting that a majority of the shareholders had voted in favor of the merger despite the applicants' objections.

Conclusion:
The court rejected the application by Chintan Textiles Private Limited, finding no substantial evidence to support their objections. The scheme of amalgamation was sanctioned, and the petition was allowed in terms of prayers (a) to (g), with costs of Rs. 25,000 awarded against the applicants.