N. V. RAMANA, J. ( 1 ) THE petitioner in C. P. No. 99 of 2003 is the transferor company. The petitioner in c. P. No. 100 of 2003 is the transferee company. The above petitions are filed seeking sanction of the scheme of amalgamation under Section 394 of the companies Act, 1956. ( 2 ) THE petitioner in C. P. No. 99 of 2003 namely, the transferor company, was incorporated on 6-10-1986 as Private limited Company with its registered office at mahaboobgunj, Hyderabad. The authorised capital of the company is Rs. 25,00,000. 00 divided into 2,50,000 equity shares of rs. 10/- each. The issued, subscribed and paid-up share capital of the company is rs. 24,50,000/- divided into 2,45,000 equity shares of Rs. 10. 00 each. The main object of incorporating the said company as set out in the Memorandum of Association annexed to the petition, is to carry on business of manufacturers, processors, producers, buyers, sellers, traders, importers of all kinds of steel. ( 3 ) THE petitioner in C. P. No. 100 of 2003, namely the transferee company, was incorporated on 22-2-1986 with its registered office at Mukhtiyargunj, Hyderabad. The authorised capital of the company is rs. 1,00,00,000/- divided into 1,00,0000 equity shares of Rs. 10. 00 each. The issued, subscribed and paid-up capital of the company is Rs. 5,50,000. 00 divided into 55,000 equity shares of Rs. 10. 00 each. The main object of incorporating the company, as set out in the Memorandum of Association annexed to the petition is to carry on the business of manufactures, processors, producers, buyers, sellers, traders, importers, exporters and suppliers of all kinds of steel. ( 4 ) THE transferor company has nineteen shareholders whereas the transferee company has eight shareholders. The meetings of the shareholders and the creditors of the companies have been dispensed with in C. A. Nos. 604 and 605 of 2003 by an order dated 22-7-2003 by this court. In accordance with the provisions contained in Section 391 of the Companies act, the publication has been ordered to be made in newspapers and has been effected accordingly pursuant to the said orders. In response thereto, no objections whatsoever have been received from any corner for the proposed scheme. In accordance with the provisions contained in Section 391 of the Companies act, the publication has been ordered to be made in newspapers and has been effected accordingly pursuant to the said orders. In response thereto, no objections whatsoever have been received from any corner for the proposed scheme. The Board of Directors of the transferor company and the Board of directors of the transferee company have at their respective meetings held on 30-6-2003 approved the scheme of amalgamation. ( 5 ) THE scheme, inter alia, provides that the transferor and transferee companies are closely held companies and are under the same management. Further, they are engaged in the similar activity of manufacture of steel and other allied products. The transferor company has given its properties on lease to the transferee company. In order to have synergy of operations and also to reduce the overhead costs, it was thought fit to amalgamate the transferor company with the transferee company. The proposed amalgamation is beneficial not only to the shareholders but also the employees of both the companies. ( 6 ) THE salient features of the Scheme are that on and from the effective date, all the properties assets and liabilities of the transferor company would stand vested with the transferee company. The scheme further postulates that all the employees of the transferor company shall be the employees of the transferee company without any interruption in service and on the basis of continuity of service. Clause 8 (a) of the scheme further provides that upon the scheme becoming effective, the transferee company will issue seven equity shares of rs. 10/- each fully paid-up in the transferee company to the shareholders of the transferor company for every four equity shares held by the shareholders of the transferor company. ( 7 ) PURSUANT to the notice issued to the registrar of Companies in accordance with section 394-A of the Companies Act, the registrar of Companies filed common affidavit objecting to the scheme postulated in Clause 8 (a) of the Scheme. It is stated that the shares of transferor and transferee companies have been valued by m/s. Swamy and Seshadri, Chartered accountants, as Rs 84. 33 per share of transferor company and Rs. 48. 19 per share of the transferee company. The shares have been valued as per the unaudited Balance sheets as at 31 -3-2003 of the transferor and transferee companies. 33 per share of transferor company and Rs. 48. 19 per share of the transferee company. The shares have been valued as per the unaudited Balance sheets as at 31 -3-2003 of the transferor and transferee companies. The net worth of the transferor company is negative as per the balance sheet as at 31-3-2003. However, the transferor company has subsequently revalued its fixed assets and valued the shares of the transferor company as rs. 84. 33 per share. As per the balance sheet as at 31-3-2002 of the transferor company, its entire Paid-up Capital and reserves amounting to Rs. 37. 06 lakhs have been eroded by the accumulated losses. Further, from the unaudited Balance Sheet of the transferee company as at 31-3-2003, fixed assets to the tune of Rs. 64. 78 lakhs have been acquired during the current year. In me circumstances, it is stated that the exchange ratio seems to be unfair especially when the transferor company has been incurring huge loss and is not doing any steel business and the only income which has been derived by it is the lease income. Hence, it has been suggested for considering the revaluation of the assets of the transferor company by appointing an independent valuer. ( 8 ) THE Official Liquidator attached to this court filed a report stating, inter alia, that the affairs of the companies have not been conducted in a manner prejudicial to the interests of the members and to the public interest. ( 9 ) AS can be seen from the Memoranda and Articles of Association of all the companies annexed to the petitions, except the shareholders of the transferee and transferor companies, none else is interested or effected by the terms of the scheme of arrangement. The creditors of the transferee company are also not affected by the scheme in any way. All the shareholders have consented to the proposed scheme and for the share exchange ratio under the scheme between the transferor company and transferee company at 4:7. ( 10 ) WITH regard to the objection raised by the Registrar of Companies with regard to the valuation of the assets of the transferor company, counsel for the petitioner submits that the shares of both the companies have been valued by M/s Swamy and Seshadri, chartered Accountants, and that the said valuation is based on the report of the chartered Engineer Mohd. Muneeruddin dated 29-3-2003. Muneeruddin dated 29-3-2003. It is contended that once the exchange ratio of the shares of the transferee company to be allotted to the shares of the transferor company has been worked out by a recognized firm of chartered accounts, this court cannot substitute the said exchange ratio and, therefore, objection cannot be raised on this count. In support of his contention, learned counsel placed reliance upon a judgment of the Madras high Court reported in Kama/a Sugar Mills ltd. , in re and a direct decision of the apex court reported in Miheer H. Mafatlal v. Mafatlal lnds. Ltd. ( 11 ) I find force in the contention which has been raised by the learned counsel for the petitioner. In an application for sanction of the scheme of amalgamation, the court has to see whether the scheme as a whole is a reasonable and fair one and if the court finds that the scheme as a whole is fair and reasonable, then it is not for the court to substitute its judgment for the collective wisdom of the shareholders of the two companies. If the shareholders of the two companies in their collective wisdom have accepted the exchange ratio which has been worked out by a recognized firm of chartered accountants who are experts in the field of valuation and if no mistake could be pointed out in the said valuation, then, as rightly contended by the learned counsel for the petitioner, it is not for this court to interfere with such a decision taken by the shareholders. I am reinforced in my above view by the judgments of the Madras High court and the apex court and the apex court, cited supra. I am reinforced in my above view by the judgments of the Madras High court and the apex court and the apex court, cited supra. It is useful to extract the observations of the apex court in Mafatlal s case (2 supra) which read thus:"once the exchange ratio of the shares of the transferee-company to be allotted to the shareholders of the transferor company has been worked out by a recognized firm of chartered accountants who are experts in the field of valuation and if no mistake can be pointed out in the said valuation, it is not for the court either to substitute its exchange ratio, especially when the same has been accepted without demur by the overwhelming majority of the shareholders of the two companies, or to say that the shareholders in their collective wisdom should not have accepted the said exchange ratio on the ground that it will be detrimental to their interest. " ( 12 ) IN view of the above, the objection raised by the Registrar of Companies merits no consideration. ( 13 ) HAVING regard to the fact that the board of Directors of the respective companies have passed the necessary resolutions, that except the shareholders of the respective companies none else is interested, that ail the shareholders have given their consent, that the affairs of the companies have not been conducted in any manner which is prejudicial to the interests of the members of the companies or public interest, that as the scheme has taken care of the interests of the employees of the companies and also keeping in view the fact that both the transferor and transferee companies are very closely held companies and there is no public interest involved and that there are also no secured loans in both the transferor and transferee companies and there are only unsecured loans which are advanced by the Directors and shareholders who have expressed no objection for sanction of the scheme of amalgamation, I am of the considered view that the scheme shall have to be sanctioned, ( 14 ) THE company petitions are ordered accordingly. The assets and liabilities of the transferor company shall stand transferred and get merged with the assets and liabilities of the transferee company without going through the process of winding up. The assets and liabilities of the transferor company shall stand transferred and get merged with the assets and liabilities of the transferee company without going through the process of winding up. Certified copy of this order shall be filed within 30 days from the date of its receipt for its registration before the registrar of companies. No costs.