“Courts look into fair and reasonbleness of any scheme of Compromise or arrangement made in good faith and mere complaint of minority Oppression does not suffice”. Justify the statement supported by judicial pronouncemen

A scheme of compromise or arrangement, that leads to either amalgamation, merger or demerger needs to be fair and reasonable and made in good faith, is fit for sanction by the Tribunal. It was held in the case of Sussex Brick Co Ltd that although it might be possible to find faults in a scheme that would not be sufficient ground to reject it. In order to merit rejection, a scheme must be obviously unfair, patently unfair, unfair to the meanest intelligence. It cannot be said that no scheme can be effective to bind a dissenting shareholder unless it complies with the basic requirements to the extent of 100 per cent. It is consistent view of the Courts that no scheme can be said to be fool proof and it is possible to find faults in a particular scheme but that by itself is not enough to warrant a dismissal petition for sanction of the scheme. In the case of Re Kami Cement & Industrial Co Ltd , it was held that if the Court is satisfied of the scheme is fair and reasonable and in the interest of the general body of shareholders, there could be no scope for any provision favouring dissentients. For such a provision is not a sine qua non to sanctioning a fair and reasonable scheme, unless any special case is made out which warrants the exercise of court's discretion in favour of the dissentients.