1) if the report of valuer is not in your favour you can draw attention of the court to the grave infirmity if any in the valuation report obtained from the independent valuer.

2)you can request the court to appoint another independent valuer to obtain second opinion of valuation of shares of the company

3)The Hon'ble Division Bench of the Gujarat High Court in the case of Kiritbhai Hiralal Patel [2001] 107 COMP CAS 232, has aptly recorded as follows:

27 CP-1037-09 "...... In the book Study on Share Valuation, which has been published by the Institute of Chartered Accountants of India, and on which reliance has been placed by the Learned Advocate for the Appellants, the following observations has been made in its foreword to the first edition ...

'The subject of valuation of shares has always been controversial in the accounting profession. No two accountants have ever agreed in the past or will ever agree in the future on the valuation of shares of a company, as inevitably they involve the use of the personal judgment on which professional men will necessarily differ'..."

4)In the landmark case of Miheer H. Mafatlal v. Mafatlal Industries Ltd., (AIR 1997 SC 506), the Hon'ble Apex Court stated:

"The court does not have the expertise nor the jurisdiction to delve into the deep commercial wisdom exercised by the creditors and members of the company who have ratified the scheme by the requisite majority. Consequently, the Company Court's jurisdiction to that extent is peripheral and supervisory and not appellate. The Court acts like an umpire in a game of cricket who has to see that both teams play their game according to the rules and do not overstep the limits. But, subject to that, how best the game is to be played is left to the players and not the umpire"

29. In Hindustan Lever Employees Union v. Hindustan Lever Limited, AIR 1995 SC 470, the Hon'ble Apex Court rejected the argument of the Petitioner therein, that if some other method was adopted, probably the determination of valuation would have been more in favour of the shareholders.

Merely because some other method of valuation could be resorted to, which would possibly be more favourable, that alone cannot militate against granting approval to the scheme propounded by the Company.

Valuation depends significantly on market conditions. Changes in valuation can occur because certain types of companies are in greater demand, or because some sectors are perceived to be more attractive by acquiring companies.

A case-study analysis indicates that outside shareholders have become more active in India, and have also been successful in defeating proposals of management and promoters where they have been found to be adverse to minority shareholder interest.

In terms of the provisions of chapter VI-A, only those dissenting shareholders of the issuer who are holding shares as on the relevant date are eligible to avail the exit offer. “Relevant date” means date of the board meeting in which the proposal for change in objects or variation in terms of a contract, referred to in the prospectus is approved, before seeking shareholders’ approval. Thus, investors who invested in the company through secondary market will also be eligible to participate in the exit offer, apart from the shareholders who were the original allottees at the time of listing.

hapter VI-A does not make it binding on the dissenting shareholders to participate in the exit offer, even if they have voted against the resolution for change in objects or variation in terms of a contract, referred to in the prospectus of the issuer. Therefore, in such a situation, it is possible that, no shares will be tendered in the exit offer, and the exit offer turns out to be an academic exercise.

In terms of chapter VI-A, the dissenting shareholders who have tendered their shares in acceptance of the exit offer, even have an option to withdraw their acceptance till the date of closure of the tendering period.