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2012 (10) TMI 76 - CALCUTTA, HIGH COURTScheme of Arrangement - what would be an effective date of conversion? - Held that:- Considering the reports of the surveyor Ernst and Young appearing at the supplementary paper book where it is found that the effective date of conversion should be the date of merger meaning thereby, it would be a post-merger issue and not pre-merger as suggested in the scheme. As no reasonable plea was placed to ignore the opinion of the expert on that count the opinion of the surveyor, having the competent expertise, must prevail, particularly, when the company relied on the same at the meeting of the shareholders as contended by Mr. Deb, learned senior counsel appearing for the respondent and not confronted by Mr. Sarkar, learned senior counsel appearing for the appellant. Unfair dealings at the meeting - It would have been proper if such unpleasant things did not happen at the meeting. The learned Judge rightly held, it did not tilt the balance as the overwhelming majority of the shareholders approved the same. In the process, if the balance is tilted in favour of the promoter that would be a consequence for which the respondent would have to suffer without a redressal. We are helpless on that count. Discounted value must be the best possible one, beneficial to the minority shareholders including Chandak and Fofalia and such date must be fixed by the company accordingly from the chart handed over in Court by Mr. Sarkar. To make it clear for removal of doubts, the conversion must take effect after the merger and not anterior to it. Thus with these modifications the scheme is sanctioned.
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