The scope of Company Court to sanction scheme of amalgamation is limited and therefore Court can intervene in matter only when it is not just and fair or prejudicial to the interest of share holders. Court can only go through scheme and examine whether it has complied requirements under Section 391 (2) and was passed requisite majority or not. Individual personal interest of minority share holders is of no concern unless it is affecting class interest of such equity shareholders.
One of the most underestimated factors which often might even turn out be a deal breaker in any M&A transaction or Asset Purchase is Employee Transfer. Find out what employment transfer strategy can make your deal go smooth.