The valuation of shares following the book value method is accepted as a proper mode of valuation of shares. The concept of book value is an accepted accountancy concept of valuation and it cannot be said to be illusory. The exchange ratio had been determined by an experienced firm of chartered accountants on the basis of known and accepted method of valuation. Therefore, there was no justifiable and reasonable ground to reject the said valuation. The valuation of the assets or shares of any company is always a matter relating to technicalities and within the realm and ambit of the jurisdiction of experts. Therefore, the Company Court will not act as the Court of Appeal and sit in judgment over the informed view of the expert chartered accountants. The Court has no commercial wisdom exercised by the chartered accountants and the members of the company, who had consented to the scheme. The jurisdiction of the Court is peripheral and supervisory and not appellate. Therefore, there was no substance in such objections raised by the Regional Director. In respect of the objection that the authorised share capital of the company could be increased only after following the procedure prescribed under the relevant provisions of the Act and on payment of requisite fees to the Registrar of Companies and stamp duty to the State Government, since the transferor had paid the requisite fees to the Registrar of Companies and stamp duty to the State Governments, it was not necessary to pay such stamp duty and fee on account of increase in the authorised share capital. In view thereof, even the said objection raised by the Regional Director was not tenable. [Para 10]
Thus, the prayer made in the petition deserved to be allowed. Also there was no legal impediment to the grant of sanction to the scheme of the amalgamation. Hence, sanction was to be granted to the scheme of amalgamation under section 391(2), read with section 394. Consequent upon the amalgamation, the transferor would get dissolved without resorting to the process of winding up. [Para 11].