Various judicial pronouncements on valuation principles demonstrate salient dicta of courts in relation to the subject. You are required to list out the principles set-out by the courts in this regard.

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2015
Various judicial pronouncements on valuation principles demonstrate salient dicta of courts in relation to the subject. You are required to list out the principles set-out by the courts in this regard.

Answer & Explanation:

Some of the salient dicta of Courts in relation to valuation principles and valuation reports are stated under: In Bahoo J. Coyajee v. Shanta Genevieve Prommeret Parulekar [1991] (3) Bom. LR 319 : The Court observed that if the thing complained of is something which in substance the majority of the company are entitled to do, or if something has been done irregularly which the majority are entitled to do regularly, or if something has been done illegally which the majority are entitled to do legally, there can be no use in having litigation about it, the ultimate end of which is only that a meeting has to be called, and then ultimately the majority gets its wishes. In Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 87 Comp. Cas. 792 (SC) : The Hon'ble Supreme Court held that if the Share Exchange Ratio is fixed by a Chartered Accountant upon consideration of various factors and approved by the majority of shareholders in a meeting, the Court will not disturb the ratio. In Re. Maknam Investments Ltd. [1995] (4) Comp.LJ page 330 : The Calcutta High Court observed that the Court does not go into the matter of fixing of exchange ratios in great detail or to sit in appeal over the expert decision of a concerned chartered accountant of repute. The Court only sees whether there is any manifest unreasonableness or manifest fraud involved in the matter. In Hindustan Lever Employees Union v. Hindustan Lever Limited [1995] (Supp.) (1) SCC 499 at 517(519) : The Hon'ble Court stated that the valuation of shares is a technical matter requiring considerable skill and experience. There are bound to be differences of opinion among accountants as to what is the correct value of the shares of a company. It emphasized that if more than 99% of the shareholders had approved the valuation, the test of fairness of this valuation is not whether the offer is fair to a particular shareholder, but that the overwhelming majority of the shareholders have approved the valuation. The Court should not interfere with such valuation. The Hindustan Lever case also repelled the argument that valuation particulars needed a proper disclosure as material facts in the Explanatory Statement. It confirmed the judgment of Jitendra R. Sukhadia v. Alembic Chemical Works Co. Ltd., (1987) 3 Comp.L.J 141 (Guj) , which stated that 'How this exchange ratio was worked out, however, was not required to be stated in the statement contemplated under Section 394(1)(a)'. The Hindustan Lever's judgment (1995) Supp. (1) SCC 499 at 502 noted that 'In the absence of it being shown to be vitiated by fraud and malafide, the mere fact that the determination done by slightly different method might have resulted in different conclusion would not justify interference of Court.'

Topics: Valuation

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