COMP/135/2011 42/49 ORDER amalgamation / scheme and such aspects are mainly in the realm of the commercial wisdom of the Board of Directors and the members of the company. However, as observed by the Apex Court in the decision in the case of Miheer H. Mafatlal (supra) the Court has to consider the pros and cons of the scheme with a view to find out that the scheme is just, fair and reasonable and is not contrary to any provisions of law and does not violate any public policy. The Apex Court has also observed that, it cannot be said that a company Court before whom application for sanctioning the scheme is moved has to act merely as a rubber stamp and must almost automatically puts its seal of approval to such a scheme. Therefore, the Court has considered it appropriate and necessary to pass certain directions, more particularly because the transferor does not have any assets, which are mentioned in present order and to defer the final order regarding sanction until the reports by the above mentioned authorities are submitted. 12. Having clarified these aspects the Court considers it appropriate to also mention that when present scheme is examined then it is noticed that the Regional Director for the Central Government has clarified that the scheme is not prejudicial to the interest of the shareholders or the company or the public. The Stock Exchanges have also not found any provisions objectionable. The statutory majority shareholders of both the companies have also approved the scheme. Under the circumstances, on overall consideration of the scheme there does not appear, except the above mentioned aspects, any other objectionable feature in the scheme which would oblige the Court to decline the sanction requested for. The Regional Director, the Downloaded on : Fri Jan 27 19:33:28 IST 2023