2002 (4) TMI 832 - HC - Companies Law

Summary

Issues Involved:
1. Sanction of the scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956.
2. Objections by shareholders regarding the scheme.
3. Approval requirement from the Reserve Bank of India (RBI).
4. Validity of the share exchange ratio.
5. Jurisdiction and role of the court in sanctioning the scheme.

Issue-wise Detailed Analysis:

1. Sanction of the Scheme of Amalgamation:
The petition was presented by ICICI Ltd. seeking the High Court's sanction for a scheme of amalgamation involving ICICI Capital Services Ltd. and ICICI Personal Financial Services Ltd. with ICICI Bank Ltd. The scheme provided for the transfer of shares and assets, issuance of new shares, and the vesting of liabilities from the transferor companies to the transferee company. The petitioner detailed the advantages and necessity of the amalgamation, emphasizing the benefits and strategic alignment of the companies involved.

2. Objections by Shareholders:
Four shareholders lodged objections, primarily concerning the share exchange ratio and the conduct of the shareholders' meeting. The objections included concerns about the approval from the RBI and the fairness of the valuation. However, the court found that the objections lacked substance, noting that the meeting was validly convened, the voting was conducted in accordance with the law, and the overwhelming majority of shareholders approved the scheme.

3. Approval Requirement from the Reserve Bank of India (RBI):
One of the objections raised pertained to the necessity of RBI approval. The court clarified that under section 44A of the Banking Regulation Act, RBI's approval is required only if both the transferor and transferee companies are banking companies. Since only the transferee company was a banking company, the objection was deemed irrelevant. The RBI had conducted its assessment and found the share exchange ratio to be within an acceptable range.

4. Validity of the Share Exchange Ratio:
The share exchange ratio was a significant point of contention. The petitioner company appointed J.M. Morgan Stanley as an external valuer, while the transferee bank appointed DSP Merrill Lynch. Both companies jointly appointed Deloitte Haskins & Sells to recommend the final share exchange ratio. The valuation was conducted using multiple methods, and the final ratio proposed was one equity share of ICICI Bank for every two equity shares of ICICI Ltd. The court emphasized that the valuation was conducted by independent bodies and was not grossly unfair, thus warranting no interference.

5. Jurisdiction and Role of the Court:
The court's role in sanctioning the scheme was to ensure fairness and legality, not to re-evaluate the valuation with mathematical precision. Citing the Supreme Court's judgment in Hindustan Lever Employees' Union v. Hindustan Lever Ltd., the court reiterated that it must ensure the valuation was conducted lawfully and fairly. The court found no evidence that the valuation was grossly unfair and noted that the overwhelming majority of shareholders approved the scheme, supporting the rule of corporate majority.

Conclusion:
The court, after considering the petition, the scheme of amalgamation, and the objections raised, found no substantial grounds to withhold its sanction. The Regional Director and the official liquidator had no objections, and the affairs of the petitioner company were not conducted prejudicially. The petition was thus made absolute, with costs awarded to the Regional Director and the official liquidator. A request for a stay of the order by the objectors was rejected.