COMP/135/2011 41/49 ORDER will be detrimental to their interest." In the facts of the instant case also, the aforesaid exchange ratio and the other features of the Scheme of Arrangement and Restructure have been accepted by an overwhelming majority of shareholders (90.85% in number and 99.32% in value) out of the shareholders who responded to the postal ballot under the Companies (Passing of Resolutions by Postal Ballot) Rules, 2001. The scheme is also unanimously approved by the secured creditors and all the unsecured creditors who were present at the meeting convened pursuant to the orders of this Court in Company Application No. 213 of 2001. In view of the above, the first as well as the second objections raised by the objector cannot be sustained.” 11.3. Thus, if the exchange ratio determined in present case is considered in light of the observations by the Apex Court in the case of Miheer Mafatlal (supra) and this Court in case of Alembic Ltd. (supra) then there does not appear to be any ground or material available on record to justify any reservation on that count or to suggest any other ratio or direct the company to adopt any other exchange ratio. However, so as to remove any doubt or reservation and to ensure that there may not be any breach of any provision of any applicable laws, Rules, policy, etc. or any illegality or irregularity, more particularly in view of the fact that the shares of the transferee company are proposed to be issued and allotted in the above mentioned ratio to the members of the transferor company which has no assets, the Court has considered it appropriate to pass final order only after and subject to the reports/views from the concerned and competent authority of Income Tax and Enforcement Directorate and upon compliance of the clarifications and directions mentioned in present order. 11.4. The Court is conscious of the fact that the Court cannot probe deeper into the object and purpose of the Downloaded on : Fri Jan 27 19:33:28 IST 2023