COMP/135/2011 15/49 ORDER APML will become wholly owned subsidiary of the transferee company. 4.6. On this count, the petitioner company has mentioned, in its additional affidavit that, such decisions are in the realm of the Board of Directors and are always taken in light of commercial inputs and the interest of the company. It is also claimed that the Board has not found the decision detrimental to the interest of the company or the members and even the Central Government and/or members of the company have also not considered the decision detrimental or prejudicial to the interest of the company or its members. 4.7. So far as the said shareholder's objections or submissions with reference to the determination of exchange ratio are concerned, the petitioner transferee company has, in its reply, stated that the decision has been taken on the basis of the valuation report submitted by an independent valuer viz. Ernst & Young Private Limited. The exchange ratio fixed by the company does appear a little odd and out of ordinary and usual inasmuch as for every 10,000 ordinary shares in the value of US $ 1/-, 16,615 equity shares of Rs.10/- each are to be issued by the transferee company to the members of the transferor company. However, it is also noticed that majority shareholders, except two shareholders, have accepted and approved the said decision. Besides this, as submitted by the company, the decision is based on Downloaded on : Fri Jan 27 19:33:28 IST 2023