The main legal point established in the judgment is the importance of professional evaluation and the independence of the experts involved in the valuation process. The court emphasized the need to consider the overall benefits to the shareholders and the substantial compliance with the procedures prescribed by the Companies Act.

M. F. SALDANHA, J.

( 1 ) THESE petitions concern the proposed amalgamation of three companies by the name of veerarajendra Estates Limited, Charagni Limited, Coffee Lands Limited with Consolidated coffee Limited. The proposed scheme has been submitted to the court for approval or sanction and the reasons for the proposed amalgamation have also been set out. Broadly speaking, it was contended that the nature of the business activities carried on by the three transferor companies and the transferee-company are essentially similar and for the reasons set out in the proposed scheme, the contention is that the proposed amalgamation is in order to bring about a beneficial result by ultimately merging the business activities which would be mutually advantageous. The necessary notice had been issued and the Regional Director has raised certain objections which I shall deal with in the course of the order. There has been a contest of some consequence particularly with regard to one aspect of the case. One of the shareholders of the company, coffee Lands Limited, which happens to be among the transferor-companies by the name of arun Kumar Agrawal has filed Company Application No. 96 of 1999 along with Company application No. 98 of 1999 wherein he has requested that the delay in filing the earlier company application be condoned. Company Application No. 98 of 1999 is allowed and the delay is condoned because the petitioners' learned counsel himself rightly submitted that it would be far more desirable if the court were to consider the objections on merits and deal with them. The substratum of the objections that have been canvassed by Agrawal centres around the proposed allotment of shares by the transferee-company in the ratio of 1 : 1. According to Agrawal, Coffee lands Limited is a relatively smaller company and he seeks to say that both the intrinsic value of the shares as also their potential not to mention the earnings thereon both present and in the projected future have not been properly evaluated and it is his case that assuming the scheme is to be approved, it can only be done provided Agrawal and other similar shareholders of Coffee lands Limited are allotted two shares for every one of the shares held by them. I need to also mention that the applicant has made very sweeping allegations against the two firms of chartered accountants to whom the case was referred for purposes of evaluation and doing the computation regarding the share valuation and the recommendation with regard to the ratio of exchange or reallotment and the applicant has gone to the extent of stating that since these firms/companies are regularly retained to do the audit of the Tata companies to which group Consolidated Coffee belongs, that they have blindly and wrongly recommended the ratio of 1 : 1 only in order to fall in line with whatever their clients wanted to do. There is a subsidiary charge advanced by agrawal wherein he contends that in the overall context, the number of objectors, namely, he and eight other shareholders totally hold a very small percentage of the overall shares that are being considered and he projects the grievance that the rights of that entire class of minority shareholders, according to him, have been virtually brushed aside or bulldozed and he has made a strong plea to the court that this should not be permitted because this court is required to take into consideration the separate interests of all categories of shareholders who are before the court and the relief asked for by him is that the valuation aspect should be referred to an independent authority and that the scheme in its present form should not be sanctioned. The petitioners have seriously disputed the correctness of these charges and they have contended that an independent and correct evaluation has been done by professionals of sufficient standing and experience and that there is absolutely no warrant to uphold the allegations made that the procedure has not been

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