COMP/135/2011 20/49 ORDER Unless it is satisfactorily demonstrated that what is proposed in the scheme is a facade and the end result would be detrimental to or prejudicial to the interest of the shareholders and / or creditors, the Court would not be inclined to entertain the objection based on apprehensions or on the grounds suggested by the shareholder. In present case if the apprehension expressed by the said shareholder had any real base and substance then at least some substantial number of shareholders, if not majority of the shareholders, would have raised objection. However, when the scheme is unanimously (according to the result of the meeting declared on affidavit by the Chairman – which is not controverted or denied by anyone including present objector) approved by the shareholders of the companies and any apprehension (as expressed by the above named shareholder) is not ventilated by other shareholders and when the above named shareholder has not been able to substantiate and support or justify his apprehensions by any affidavit or appropriate and relevant figures or data and has merely come out with unsubstantiated apprehension, then the Court does not find it worthy of acceptance more particularly when any authority has also not raised objections (except the observations by Regional Director which are mentioned above). 5.1 Hence, not on the ground that the said shareholder is the only shareholder (or there are only 2 shareholders) raising objections against the scheme but on the ground that the objections are not substantiated and any material to take a different view, particularly contrary to the opinion given by the Registrar of Companies, the Regional Downloaded on : Fri Jan 27 19:33:28 IST 2023