COMP/135/2011 39/49 ORDER in examining the scheme as well as about the duty of the Court to examine the scheme. 11.2. One of the two aspects is about the exchange ratio and the second is the fact that the transferor company does not have any assets or properties. So far as the first aspect is concerned, some of the issues connected therewith have been discussed and dealt with hereinabove earlier while taking note of the fact that against 10 ,000 shares in the value of US$ 1/-, the members of the transferor company are to be issued/allotted 16615 shares in the vaule of Rs.10/- each of the transferee company. It is also noticed that the valuation has been done by financial expert and independent valuer. It is also noticed that the statutory majority shareholders of the transferee company have accepted the valuation and exchange ratio. In this context, reference is also required to be made, besides the decision in case of Miheer Mafatlal (supra) to the decision in case of Alembic Limited v. Deepakkumar J. Shah [(2002) Volume 112 Company Cases P. 64]. In the said case one shareholder holding about 30 shares of the resulting company had raised objection to sanction being granted and against the scheme on the ground that the share exchange ratio and the share valuation was not proper. In the said case, 6 equity shares of Rs.10/- each of the resulting company i.e. Alembic Ltd. was proposed to be issued and allotted at par against 100 equity shares of Rs.10/- each to the shareholders of the demerged Downloaded on : Fri Jan 27 19:33:28 IST 2023