"Courts and Tribunals do not substitute or impose their opinion on the valuation report unless there are noticeable irregularities." Offer your comments with certain judicial pronouncements.

Valuations are done by experts based on detailed analysis of circumstances and study of several data. As such Courts and Tribunals do not interfere in valuation exercise. All that the Courts and Tribunals look into is reasonability and that it is free from irregularities, malicious intentions of the valuer in presenting valuation report. The Supreme Court in the matter of Miheer H. Mafatlal vs. Mafatlal Industries Ltd. (1996) 87 Comp Cas 792 (SC) held "if share exchange ratio is fixed by Chartered Accountant upon consideration of various factors and approved by majority of shareholders in meeting, the court will not disturb ratio." Similarly, Calcutta High Court observed in Re Makham Investments Ltd. (1995) Comp LJ 330 "Court does not go into the matter of fixing exchange ratio in great detail or to sit in appeal over the expert decision of concerned Chartered Accountant of repute. Court sees only whether there is any manifest unreasonableness or manifest fraud involved in the matter." In Hindustan Lever Ltd. case "fairness of the valuation is not whether the offer is fair to a particular shareholder....who may have reasons of his own for not agreeing to the valuation of the shares, but for overwhelming majority may have approved of the valuation. The Court should not interfere with such valuation."