The Court's jurisdiction in sanctioning a claim of merger is founded on fairness and compliance with the law. Unless objectors prove gross unfairness in the valuation, the Court will not withhold its sanction.

Headnote:
Companies Act - Amalgamation Scheme - Sections 391 to 394
Fact of the Case:

The petition was filed under the provisions of sections 391 to 394 of the Companies Act, 1956, seeking sanction for the arrangement embodied in the scheme of amalgamation of the petitioner/company with I.C.I.C.I. Bank Limited. The scheme involved transfer of shares, issuance of new shares, and approval of the Reserve Bank of India.
Finding of the Court:

The overwhelming majority of shareholders approved the scheme, and objections raised regarding share exchange ratio were dismissed. The Reserve Bank of India's report supported the fair exchange ratio arrived at by the valuers. The Court found no justification for withholding its sanction.
Issues: Approval of amalgamation scheme, objections raised by shareholders, valuation of share exchange ratio, jurisdiction of the Court, and compliance with Companies Act provisions.
Ratio Decidendi: The Court's obligation is to ensure that the valuation was in accordance with law and carried out by an independent body. Unless objectors prove that the valuation arrived at is grossly unfair, the Court will not withhold its sanction.
Final Decision: The petition was made absolute, and costs were awarded to the Regional Director and Official Liquidator. The request for stay of the order was rejected.

JUDGMENT - D.K. DESHMUKH, J.:---This petition has been presented by I.C.I.C.I. Limited under the provisions of sections 391 to 394 of the Companies Act, 1956, for the purpose of obtaining sanction of this Court to the arrangement embodied in the scheme of amalgamation of the petitioner/company, I.C.I.C.I. Capital Services Limited and I.C.I.C.I. Personal Financial Services Limited with I.C.I.C.I. Bank Limited. The petitioner and two other companies are the transferor companies and they are to be amalgamated with the I.C.I.C.I. Bank Limited, the transferee company. The petitioner company was incorporated on 5th January, 1955 as a public limited company under the Indian Companies Act, 1913. The petitioner company was originally incorporated as the Industrial Credit and Investment Corporation of India Limited and its name was changed to I.C.I.C.I. Limited on 11th September, 1998. The registered office of the petitioner company is situated at I.C.I.C.I. Towers, Bandra Kurla Complex, Mumbai 400 051. The present authorised share capital of the petitioner company is Rs. 6950,00,00,000 divided into 1,600,000,000 equity shares of Rs. 10/- each, 5,000,000,000 preference shares of Rs. 10/- each and 350 preference shares of Rs. 10,000,000/- each. The issued capital is Rs. 785,34,54,480 divided into 785,345,448 equity shares of Rs. 10/- each and Rs. 350,00,00,000 divided into 350,0.001% preference share of Rs. 1,00,00,000/- each. The subscribed capital is Rs. 1134,86,24,831.81 with the calls in arrears on the equity shares aggregating to Rs. 48,29,648.19. I.C.I.C.I. Capital was incorporated on 12th September, 1994 as a public limited company under the Companies Act, 1956. I.C.I.C.I. Capital was originally incorporated as S.C.I.C.I. Securities Limited and its name was changed to I.C.I.C.I. Capital Services Limited on 9th September, 1997. I.C.I.C.I. Capital was originally a wholly-owned subsidiary or erstwhile S.C.I.C.I Limited. Consequent to the amalgamation of erstwhile S.C.I.C.I. Limited with the petitioner company in 1997. I.C.I.C.I. Capital became the wholly-owned subsidiary of the petitioner company. The registered office of I.C.I.C.I. capital is situate at I.C.I.C.I. Towers, Bandra Kurla Complex, Mumbai 400 051. The present authorised, issued, subscribed and paid up share capital of I.C.I.C.I. Capital is Rs. 5,00,00,000 divided into 5,000,000 equity shares of Rs. 10/- each I.C.I.C.I. P.F.S. was incorporated on 27th March, 1997 as a public limited company under the Companies Act, 1956. I.C.I.C.I. P.F.S. was originally incorporated as I.C.I.C.I. Credit Corporation Limited and its name was changed to I.C.I.C.I. Personal Financial Services Limited on 22nd March, 1999. The registered office of I.C.I.C.I. P.F.S. is situate at I.C.I.C.I. Towers, Bandra Kurla complex, Mumbai 400 051. The present authorised share capital of I.C.I.C.I. P.F.S. is Rs. 150,00,00,000 divided into 150,000,000 equity shares of Rs. 10/- each. The issues, subscribed and paid up capital of I.C.I.C.I. P.F.S. is Rs. 5,00,00,000 divided into 5,000,000 equity shares of Rs. 10/- each.

2. The transferee company was incorporated on 5th January, 1994 as a public limited company under the Companies Act, 1956. The transferee company was originally incorporated as I.C.I.C.I. Banking Corporation Limited and its name was changed to I.C.I.C.I. Bank Limited on 10th September, 1999. The registered office of the transferee Company is situate at Landmark, Race Course Circle, Vadodara 390 007, Gujarat.

The present authorised share capital of the transferee company is Rs. 300,00,00,000 divided into 300,000,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up capital is Rs. 220,35,86,800 divided into 220,358,680 equity shares of Rs. 10/- each.

3. The petitioner has specified in the petition in detail the circumstances and the reasons that have necessitated the scheme and the advantages of the Amalgamation Scheme.

4. It is pointed out by the petitioner that when the transferee

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