Role of Tribunal in case of Merger / Amalgamation

The Tribunal’s jurisdiction is of peripheral and supervisory and not appellate and the Tribunal does not have expertise to delve deep into the commercial wisdom exercised by the creditors. The Tribunal while granting sanction to the scheme of merger or amalgamation acts like an umpire in a game of cricket. The umpire in a game of cricket however minutely considers the movements of bat and ball. The Umpire has to adjudge as to whether the ball before being caught by a fielder, touched the ground or not? Whether the ball before being held by the wicket keeper, got snicked by the bat or the pad? Whether the bowler bowled ‘no-ball’ or ‘wide ball’?

The Tribunal while sanctioning the has not to go merely by the ipse dixit of the majority of shareholders or creditors who might have voted in favour of the scheme by requisite majority but the court has to consider the pros and cons of the scheme. TCI Infrastructure Finance Ltd. vs. Unknown (2007) 79 SCL 35 (Raj.) (Link : https://indiankanoon.org/doc/1422715/)