Is it possible for a shareholder to seek an amendment to exchange ratio embodied in the scheme while considering the resolution, put forth for approval. Support your answer with decided case law(s).

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · December 2018
Is it possible for a shareholder to seek an amendment to exchange ratio embodied in the scheme while considering the resolution, put forth for approval. Support your answer with decided case law(s).

Answer & Explanation:

A shareholder attending the meeting either can assent or dissent the resolution but cannot suggest any alteration in the scheme. It was held by Mumbai High Court in the matter of Dinesh Veajlal Lakhani v. Parke Davis (India) Ltd [2005] 66 CLA 91 (Bom) that the swap ratio forms integral part of scheme of amalgamation and the procedural provisions are embodied in the relevant rules. The exchange ratio is a matter of expert determination. Since it constitutes the foundation of the scheme of amalgamation any amendment to it will nullify that basis. Thus, the shareholder has no other right beyond assenting or dissenting the resolution put for voting.

Topics: Mergers and Amalgamations

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