COMP/135/2011 40/49 ORDER company. The proposal was approved by the majority shareholders of 90.85% in number and 99.32% in value. In present case, as mentioned hereinabove earlier while considering the Chairman's report, it is noticed that majority of 95.76% in number and 99.99% in value have approved the scheme including the provisions related to exchange ratio. In the said decision in case of Alembic Ltd. (supra) the Court considered the judgment of the Apex Court in case of Miheer Mafatlal and the Court also took into consideration the broad contours laid down by the Apex Court which should be considered by the Company Court while examining scheme for arrangement or amalgamation and then the Court dealt with the objections raised on ground of exchange ratio. Thereafter, the Court observed, in the said decision that:- “Apart from the fact that the objector has not been able to make any dent in the reasoning given by the Chartered Accountants for adopting the discounted cash flow technique as the basis of valuation, the objector himself has not suggested any other alternative method or ratio. In the aforesaid decision in the case of Miheer H Mafatlal (Supra), the Apex Court has already held that when the majority of the shareholders with their open eyes have given their approval to the scheme, even if in the view of the Court there would be a better scheme for the Company and its members, the Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction. In the aforesaid decision, the Apex Court has also quoted with approval the following observations made by the Madras High Court in Kamla Sugar Mills Ltd., (1984) 55 Company Cases 308 dealing with an identical objection about the exchange ratio adopted in the Scheme of Compromise and Arrangement :­ "Once the exchange ratio of the shares of the transferee­company to be allotted to the shareholders of the transferor­company has been worked out by a recognized firm of chartered accountants who are experts in the field of valuation and if no mistake can be pointed out in the said valuation, it is not for the Court to substitute its exchange ratio, especially when the same has been accepted without demur by the overwhelming majority of the shareholders or the two companies or to say that the shareholders in their collective wisdom should not have accepted the said exchange ratio on the ground that it Downloaded on : Fri Jan 27 19:33:28 IST 2023