COMP/135/2011 35/49 ORDER light of the observations by the Apex Court in the above referred judgment and while keeping in focus that the Court has to balance the examination or the scrutiny of the scheme in such a way that it does not take up the examination – scrutiny of the scheme as if sitting in appeal and at the same time it does not merely concentrate and merely ensure whether majority has taken the decision bonafide or not. 9.12. However, so far as the commercial perspective of the decision is concerned, unless and until the Court is of the opinion that the proposal is manifestly unfair or amounts to fraud on the shareholders, it ought not be deeply concerned with the commercial decision including the issues as to whether the amalgamation, merger or demerger are beneficial or not. 9.13. As explained by the Apex Court “the Court is really not concerned with the exact details of the matters and if the shareholders approved the scheme by the requisite majority, then the Court only looks into the scheme to find out that it is not manifestly unfair and/or is not intended to defraud or do injustice to the other shareholders." The Apex Court has also observed that “ It is the commercial wisdom of the parties to the scheme who have taken an informed decision about the usefulness and propriety of the scheme by supporting it by the requisite majority vote that has to be kept in view by the Court and the Court certainly would not act as a Court of appeal and sit in judgment over the informed view.” The Apex Court has also observed that “the Court has neither the expertise nor the jurisdiction to delve deep into the commercial wisdom exercised by the creditors and Downloaded on : Fri Jan 27 19:33:28 IST 2023