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In Re: Arvind Mills Ltd. vs Unknown on 8 April, 2002 cites

Miheer H. Mafatlal vs Mafatlal Industries Ltd on 11 September, 1996

The function of the Court is two-fold. The first function is to determine whether the statutory requirements as laid down in Section 391 of the Companies Act have been complied with. The requirements which have been laid down in Section 391 are the sine qua non for sanctioning the Scheme. However, even if the statutory requirements have been complied with, that does not mean that the Court must sanction the Scheme as a matter of course. The Legislature has purposely left the discretion with the Court in this respect. The Court should apply its judicial mind to the Scheme and reach a conclusion of its own. It must consider whether it is in the interest of the Company as a whole and of the class of persons for whom the majority acts and whether the Scheme is such that it must be pushed through. Therefore, the correct approach to a case is to bear in mind that the Court is neither called upon merely to register a decision of the majority, nor is it called upon to act in such a manner that the minority will create a stalemate, and thereby, retard the progress which the majority has legitimately and reasonably a right to expect and make. The Court must test the Scheme not from the point of view of a lawyer or an accountant or an expert, but it must look at it from the point of view of a reasonable and a fair-minded person. When dealing with a Company which is dealing in commerce or industry or with similar activities, the Scheme has got necessarily to be looked at from the point of view of a prudent commercial man.
Supreme Court of India Cites 18 - Cited by 259 - S B Majmudar - Full Document
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