COMP/135/2011 21/49 ORDER Director, the two Stock Exchanges and the independent valuer, and that too in absence of any material or scientific base and data to justify such different view is not made out or possible and having regard to the observations by the Apex Court in the case of Miheer Mafatlal (supra), the said objections are not accepted. 5.2 However, in respect of some of the aspects mentioned by the shareholder and some other aspects which the Court has noticed, appropriate directions and clarifications have been made in present order imposing certain conditions and obligations on the companies which shall have to be complied by them so as to make the scheme effective. Hence, on overall consideration of all these aspects the objections raised by the said shareholder would not survive. 6. Before proceeding further, it is relevant and necessary to note, at this stage, that the transferor company is not incorporated and registered in India but is incorporated and registered in Mauritius and that therefore the question would arise as to whether a company which is not incorporated and registered under the provisions of the Act and consequently is not “a company” under the provisions of the Act, can be wound up under the provisions of the Act or not. 6.1. The said issue had also come up for consideration and decision before the Court in case of Downloaded on : Fri Jan 27 19:33:28 IST 2023