Under the scheme of the Companies Act 1994, sections 228 and 229 require a scheme of amalgamation, be it for merger or acquisition, to get approved by the High Court Division (HCD or Court).  Central to an amalgamation process is the application procedure and consideration of application by the HCD, as the HCD is vested with the authority to either approve or reject such an application. The HCD might reject such an application, if it considers that the scheme is in asymmetry with the core of public interest or even when it finds the scheme not to be generally beneficial. In certain cases, the Court may choose not to outrightly reject a scheme and direct the applicant to revise the scheme in line with public interest and other lawful considerations. Further, the Court may direct other regulatory bodies to take appropriate measures to assess the viability of a scheme and its potential impacts.

As an instance, in the case of Robi Axiata Limited v RJSC  2016) the BRTC was entrusted with the same task and conducted an expert evaluation of the proposed merger as well as a public hearing on the merger and amalgamation as per section 87 of the Bangladesh Telecommunication Act. In this case, the Court considered several key aspects of post-amalgamation effects. While considering the effects of the merger through socio-economic lenses, the Court allowed several intermediaries including some employees of airtel to secure justice and protect public interest by applying its inherent jurisdiction.  Thereafter, the Court also considered the issue of consumer rights and directed the BTRC to assess the effects of merger on the consumers in terms of charges imposed and access, quality and variety of services available, deter unfair practices of operators to secure and promote healthy competition, ensure market accessibility of new operators etc. In the language of the court, the BTRC conducted a thorough investigation and public hearing to guard against "total chaos in the telecommunication industry of Bangladesh". Indeed, there should be certain yardsticks to assess the socio-economic impact of any amalgamation process, particularly whether the scheme of amalgamation will monopolise the business affecting other corporations in the same business arena. Also, in the case of Summit Power Limited v Summit Narayanganj Power Ltd (2018), the Court directed the petitioner to revisit some clauses of the scheme so as to enable them to merge the corporations.

The HCD plays a catalyst role in an amalgamation process and approves an amalgamation process after a thorough perusal of the application and being satisfied that the amalgamation will not bring any evil for anybody.

Thus, the HCD plays a catalyst role in an amalgamation process and approves an amalgamation process after a thorough perusal of the application and being satisfied that the amalgamation will not bring any evil for anybody.

The writer is a law student, University of Dhaka.