1999 (3) TMI 474 - HC - Companies Law

Summary

Issues Involved:
1. Approval of the scheme of amalgamation.
2. Entitlement to details of the valuation report and exchange ratio calculations.
3. Allegations of delay and abuse of process by the applicant.
4. Relevance of mathematical calculations in the context of amalgamation.

Issue-wise Detailed Analysis:

1. Approval of the Scheme of Amalgamation:
The case involves a petition filed by Asian Coffee Ltd. (A.C.L.) and three other transferor companies for the approval of a scheme of amalgamation with Consolidated Coffee Ltd. (Conscoffee). The scheme was approved by the majority of shareholders in a meeting held on 23-10-1998, as per the direction of the Court. The Chairman's report indicated that the scheme was adopted without any modification, despite objections from a few shareholders, including the applicant.

2. Entitlement to Details of the Valuation Report and Exchange Ratio Calculations:
The applicant, a shareholder of A.C.L., filed an application seeking details of the valuation report and the calculations used to determine the exchange ratio. The applicant argued that as a shareholder, he is entitled to know how the exchange ratio was arrived at and that the details are necessary to file a reply to the counter filed by A.C.L. The applicant contended that the valuation report provided did not include the necessary details of the calculations.

3. Allegations of Delay and Abuse of Process by the Applicant:
A.C.L. opposed the application, arguing that it was not maintainable and was filed with the intention of delaying the approval of the amalgamation scheme. A.C.L. claimed that the valuation report was already explained to the shareholders during the meeting and that the exchange ratio was determined by expert valuers. A.C.L. further alleged that the applicant, being a competitor, sought to extract sensitive information for competitive advantage and was abusing the court process.

4. Relevance of Mathematical Calculations in the Context of Amalgamation:
The Court considered whether the applicant was entitled to the detailed mathematical calculations of the exchange ratio. Section 393(1)(a) of the Companies Act requires that a statement setting forth the terms of the compromise or arrangement and explaining its effect be sent with the notice of the meeting. The Court referred to precedents, including judgments from the Gujarat High Court and the Supreme Court, which clarified that the requirement under Section 393 does not extend to providing detailed mathematical calculations. The Court emphasized that the valuation of shares is a technical and complex problem best left to experts in the field of accountancy. The Court noted that the valuation report was prepared by recognized firms of chartered accountants and had been accepted by the majority of shareholders.

Conclusion:
The Court concluded that the applicant was not entitled to the detailed mathematical calculations of the exchange ratio, as such details are technical and complex, and their determination should be left to experts. The Court found no merit in the application and dismissed it without costs, reaffirming that the valuation report provided was sufficient and that the process followed was fair and reasonable.