The judgments are printed in the order in which they are given in the certified copy. - Ed.

R. M. SAHAI, J.:- Merger under the Companies Act, 1956 (in brief the Act) of the two big companies - one, Hindustan Lever Limited (HLL), a subsidiary of Uni Lever (UL), London based multi national company, and other Tata Oil Mills Company Ltd. (in brief TOMCO) the first Indian company founded in 1917 and public since 1957 which has been found by the High Court to be still not financially insolvent or sick company was unsuccessfully challenged in the High Court by few rather nominal shareholders of TOMCO, Federation of Employees Union of both the TOMCO and HLL, Consumer Action Group and Consumer Education and Research Centre. The attack varied from statutory violation, procedural irregularities of provision of the Act to ignoring effect of the provisions of Monopolies and Restrictive Trade Practices Act, 1969 under valuation of shares, its preferential allotment on less than the market price to the multi national, failure to protect the interest of employees of both the companies and above all being violative of public interest. The High Court was not satisfied that either the merger was against public interest or that the valuation of the shares was prejudicial to the interest of the shareholders of TOMCO or that the interest of the employees was not adequately protected. It was held that there was no violation of Section 39(1)(a) of the Act and the claim that the disclosures in the explanatory statement were not as required was without basis as it was not establish that the statement did not disclose correct financial position of TOMCO. Nor there was anything to show that the material was not disclosed. The court held that the petitioner failed to establish any fraud or prejudice. On valuation of share for exchange ratio the Court found that a well reputed valuer of a renowned firm of chartered accountants and a director of TOMCO determined the rate by combining three well known methods, namely, the net worth method, the market value method and the earning method. The figure so arrived could not be shown to be vitiated by fraud and mala fide and the mere fact that the determination done by slightly different method might have resulted in different conclusion would not justify interference unless it was found to be unfair. And in that the petitioner failed miserably. The High Court did not agree that the approval to scheme of merger should be withheld till the complaint filed before Monopolies and Restrictive Trade Practices Commission was not finally decided as the jurisdiction exercised by the High Court under the Act and that by the Commission under MRTP Act were entirely different. Nor did it find any merit in the challenge that interest of employees of the two companies was not adequately taken care of. It was held that the service conditions of TOMCO, the transfer company, having been protected it could not claim it to be prejudicial either because they were not assured of same conditions of service as was operation in HLL or that there was no similar provision protecting the interest of HLL employees. The apprehension of the employees against probable retrenchment as the employees of HLL were already surplus was rejected as of no substance since such disputes if necessary could be raised in labour court. On preferential allotment of shares of UL on less than market value the Court held that HLL was holder of 51 share from before any allotment therefore the allotment which placed them at par with same holding was neither illegal nor violative of public interest.

2. Same grievances have been reiterated by the shareholders, the Employees Union and the Consumer Action Group before this Court with fresh dressings and flourish. The sentinel nature of jurisdiction exercised by the High Court in company jurisdiction was emphasised with vehemence. It was urged that the High Court which is expected to act as guardian in company matters fa