JUDGMENT Dev Darshan Sud, J.-This petition has been instituted by the petitioners herein Jaiprakash Hydro Power Limited having its registered office at JUIT Complex, Waknaghat, P.O. Dumehar Bani, Kandaghat, District Solan and Jaiprakash Power Ventures Limited having its registered office at JUIT Complex, Waknaghat, P.O. Dumehar Bani, Kandaghat, District Solan, (hereinafter referred to as `JHPL’ and `JPVL’ respectively) under Section 391 and 394 of the Companies Act, 1956 (hereinafter referred to as the `Act’) for amalgamation of `JPVL’ with `JHPL’. 2. Prior to the present petition, Company Petition No.5 of 2009 was filed by both the Companies praying therein for holding meetings of the shareholders, both secured and unsecured creditors of both the Companies to approve the scheme of proposed amalgamation. Meetings were accordingly conducted in terms of the order passed by this Court in that petition on 24th August, 2009 and 7th September, 2009. 3. The Chairperson(s) appointed for the meetings filed their respective affidavits stating and affirming that the scheme for amalgamation as put to the shareholders and creditors of both them without any modification. The affidavits state and affirm that the meetings were conducted in accordance with law. The petition was accordingly disposed of with liberty reserved to both the petitioners herein to move this Court for approval of the scheme. Notices of this petition were issued to the Official Liquidator as also to the Regional Director as envisaged by Section 394-A of the Act. 4. This Court received a communication, in Company Petition No.5 of 2009, addressed to the Registrar, HIMACHAL PRADESH HIGH COURT by Shri Sunil Kumar Bhoruka, holder of 5085 equity shares in M/s.Jaiprakash Hydro Power Ltd. making certain observations and requesting for reconsideration of the proposed exchange ratio. 5. The Scheme of Amalgamation as approved by the majority shareholders and the creditors, who were present and voted in person or through proxy at the meetings, of both the Companies has been filed as Annexure P-1 with this petition. It is to become effective as provided for in clauses 14 and 15. This approval is incorporated as follows:- “14. 5. The Scheme of Amalgamation as approved by the majority shareholders and the creditors, who were present and voted in person or through proxy at the meetings, of both the Companies has been filed as Annexure P-1 with this petition. It is to become effective as provided for in clauses 14 and 15. This approval is incorporated as follows:- “14. SCHEME CONDITIONAL ON APPROVALS/SACTIONS: The Scheme is conditional upon and subject to: (i) The Scheme being agreed to by the respective requisite majorities of the members and creditors of the Transferor Company and the Transferee Company and the requisite order or orders referred to in Clause 12 hereof being obtained; (ii) The sanction of the Scheme by the High Court of Judicature at Shimla under Sections 391 and 394 of the Act; (iii) The certified copies of the orders of the Hon’ble High Court at Shimla referred to in Clauses 12 above being filed with the Registrar of Companies, Punjab, Himachal Pradesh & Chandigarh. 15. EFFECTIVE DATE OF THE SCHEME: 15.1 This Shceme shall become effective when all the following conditions are fulfilled: (i) The Scheme being approved by the requisite majority of the shareholders and creditors of the Transferor Company and the Transferee Company as may be required under the Act and/or the orders of the High Court. (ii) The Scheme is sanctioned by the Hon’ble High Court of Judicature at Shimla under section 394 of the Act; (iii) The certified copy of the order of the Hon’ble High Court sanctioning the Scheme is filed with the Registrar of Companies, Punjab, Himachal Pradesh & Chandigarh. 15.2 In the event of this Scheme failing to take effect by December 31, 2009 or by such later date as may be agreed by the respective Boards of Directors of the Transferor Company and the Tansferee Company, the scheme shall become null and void. In such a case, each company shall bear its own cost or as may be mutually agreed. 15.3 The Transferor Company and the Transferee Company shall be at liberty to withdraw this Scheme at any time as may be mutually a greed through the Board of Directors of the Transferor Company and the Transferee Company. In such a case, each company shall bear its own cost or as may be mutually agreed.” 6. 15.3 The Transferor Company and the Transferee Company shall be at liberty to withdraw this Scheme at any time as may be mutually a greed through the Board of Directors of the Transferor Company and the Transferee Company. In such a case, each company shall bear its own cost or as may be mutually agreed.” 6. Notices of this petition were also issued to the General Public and were published in the `Hindustan Times(English)’ from Delhi and Chandigarh on 26.10.2009 and in `Amar Ujala (Hindi)’ from Dehradun and Chandigarh on 26.10.2009, calling upon all those interested to file their submissions/objections if any in this Court on or before 20th November, 2009, when this case was fixed, but no objections have been received. “RATIONALE: (G) … … … … … … … … … … … … (a) Enable Transferee Company to use (b) Increase in net worth of Transferee Company, which will facilitate effective and fast mobilization of financial resources for meeting increased capital expenditure; (c) Reduction of overheads and other expenses,facilitate administrative convenience and ensure optimum utilization of available services and resources; (H) The proposed amalgamation and vesting of JPVL into JHPL, with effect from the Appointed Date is in the interest of the shareholders, creditors, stakeholders and employees, as it would enable a focused business approach for the maximization of benefits to all stakeholders and for the purposes of synergies of business”. the resources of Transferor Company in setting up power plants; 7. The Official Liquidator in his affidavit states that it had been appointed M/s.Ravinder K.Sharma & Company, Chartered Accountant, with the consent of the representative of Transferor Company to examine its books of account/records and to submit the report. M/s.Ravinder K.Sharma & Company, Chartered Accountant has filed his report as Annexure-A and after a careful consideration and analysis approves the amalgamation. There is no opposition to the Scheme Annexure P-1 by the official liquidator. 8. The Regional Director, in his affidavit has stated that the name of the Company is to be changed to Jaiprakash Power Ventures Ltd. for which action has to be taken in accordance with the provisions of Companies Act, 1956. There is no opposition to the Scheme Annexure P-1 by the official liquidator. 8. The Regional Director, in his affidavit has stated that the name of the Company is to be changed to Jaiprakash Power Ventures Ltd. for which action has to be taken in accordance with the provisions of Companies Act, 1956. He further states that the shares of M/s.Jaiprakash Hydro Power Limited are listed with Bombay Stock Exchange and National Stock Exchanges and the Bombay Stock Exchange has given `No Objection’ with a condition that the Company vide its letter dated 29.06.2009 has undertaken to lock in 25% of the new shares to be issued to the shareholders of JVPL i.e. 40,11,69,900 equity shares for a period of three years from the date of listing at BSE. This condition should be complied with. Thirdly, one Shri Sunil Kumar had addressed a communication to the Director objecting to the Valuation Report prepared by M/s.Bansi S Mehta & Company, Chartered Accountants. The affidavit states that the Registrar of Companies by his letter dated 18.11.2009 has stated that the exchange ratio calculated by the valuer is just and fair. Another observation is that the Petitioner-Company has not submitted the detailed accounting calculation along with the Valuation Report prepared by M/s.Bansi S.Mehta & Co., Chartered Accountant, and in its absence the details, no comments could be made. 9. A combined reading of the affidavits filed for or on behalf of the Official Liquidator and the Regional Director show that there is no serious objection to the Scheme being sanctioned. 10. The jurisdiction of the Company Court under Section 391 and 393 has been considered by the Supreme Court in Miheer H.Mafatlal vs. Mafatlal Industries Ltd., (1997)1 SCC 579, holding:- “28. The provisions of Sections 391 and 393 of the Companies Act show that compromise or arrangement can be proposed between a company and its creditors or any class of them or between a company and its members or any class of them. Such a compromise would also take in its sweep any scheme of amalgamation/merger of one company with another…. The provisions of Sections 391 and 393 of the Companies Act show that compromise or arrangement can be proposed between a company and its creditors or any class of them or between a company and its members or any class of them. Such a compromise would also take in its sweep any scheme of amalgamation/merger of one company with another…. … … … … … … … … … … When such a scheme is put forward by a company for the sanction of the Court in the first instance the Court has to direct holding of meetings of creditors or class of creditors, or members or class of members who are concerned with such a scheme and once the majority in number representing three fourths in value of creditors of class of creditors, or members or class of members, as the case may be, present or voting either inn person or by proxy at such a meeting accord their approval to any compromise or arrangement thus put to vote, and once such compromise is sanctioned by the Court, it would be binding to all creditors or class of creditors, or members or class of members, as the case may be, which would also necessarily mean that even to dissenting creditors or class of creditors or dissenting members or class of members such sanctioned scheme would remain binding. Before sanctioning such a scheme even though approved by a majority of the concerned creditors or members the Court has to be satisfied that the company or any other person moving such an application for sanction under sub-section (2) of Section 391 has disclosed all the relevant matters mentioned in the proviso to subsection (2) of that Section. So far as the meetings of the creditors or members, or their respective classes for whom the Scheme is proposed are concerned, it is enjoined by Section391 (1) (a) that the requisite information as contemplated by the said provision is also required to be placed for consideration of the concerned voters so that the parties concerned before whom the scheme is placed for voting can take an informed and objective decision whether to vote for the scheme or against it. On a conjoint reading of the relevant provisions of Sections 391 and 393 it becomes at once clear that the Company Court which is called upon to sanction such a scheme has not merely to go by the ipse dixit of the majority of the shareholders or creditors or their respective classes who might have voted in favour of the scheme by requisite majority but the Court has to consider the pros and cons of the scheme… … … … ….” 29. The broad contours of the jurisdiction of the Company Court in granting sanction to the scheme are as follows: (1) The sanctioning Court has to see to it that all the requite statutory procedure for supporting such a scheme has been complied with and that the requisite meetings as contemplated by Section 391 (1) (a) have been held. (2) That the scheme put up for sanction of the Court is backed up by the requisite majority vote as required by Section 391, subsection (2). (3) That the concerned meetings of the creditors or members or any class of them had the relevant material to enable the voters to arrive at an informed decision for approving the scheme in question. That the majority decision of the concerned class of voters is just and fair to the class as a whole so as to legitimately bind even the dissenting members of that class. (4). That all necessary material indicated by Section 393 (1) (a) is placed before the voters at the concerned meetings as contemplated by Section 391,sub-section (1 ). (5) That all the requisite material contemplated by the proviso to sub-section (2) of Section 391 of the Act is placed before the Court by the concerned applicant seeking sanction for such a scheme and the Court gets satisfied about the same. (6). That the proposed scheme of compromise and arrangement is not found to be violative of any provision of law and is not contrary to public policy. For ascertaining the real purpose underlying the Scheme with a view to be satisfied on this aspect, the Court, if necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously X-ray the same. For ascertaining the real purpose underlying the Scheme with a view to be satisfied on this aspect, the Court, if necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously X-ray the same. (7) That the Company Court has also to satisfy itself that members or class of members or creditors or class of creditors, as the case may be, were acting bona fide and in good faith and were not coercing the minority in order to promote any interest adverse to that of the latter comprising of the same class whom they purported to represent. (8) That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant. (9) Once the aforesaid broad parameters about the requirement of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if in the view of the Court there would be a better scheme for the company and its members or creditors for whom the scheme is framed. The Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction. 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. The Court has neither the expertise nor the jurisdiction to delve deep into the commercial wisdom exercised by the creditors and members of the company who have ratified the scheme by the requisite majority. Consequently the Company Court’s jurisdiction to that extent is peripheral and supervisory and not appellate. The Court acts like an umpire in a game of cricket who has to see that both the teams play their game according to the rules and do not overstep the limits. Consequently the Company Court’s jurisdiction to that extent is peripheral and supervisory and not appellate. The Court acts like an umpire in a game of cricket who has to see that both the teams play their game according to the rules and do not overstep the limits. But subject to that how best the game is to be played is left to the players and not to the umpire. The supervisory jurisdiction of the Company Court an also be culled out from the provisions of Section 392. Of course this section deals with post-sanction supervision. But the said provision itself clearly earmarks the field in which the sanction of the Court operates. The supervisor cannot ever be treated as the author or a policy-maker. Consequently the propriety and the merits of the compromise or arrangement have to be judged by the parties who as sui juris with their open eyes and fully informed about the pros and cons of the scheme arrive at their own reasoned judgment and agree to be bound by such compromise or agreement…..” Emphasis supplied. 35. ……..While considering the question of bona fides of the majority voters and whether they were unfair to the appellant it has to be kept in view that bona fides of the majority acting as a group has to be examined vis-a-vis the Scheme in question and not the bona fides of the person whose personal interest might be different from the interests of the voters as a class. Bona fide of person can only be relevant if it can be established with reasonable certainty that the represents majority or is controller of majority. …….In this connection we may usefully refer to a decision of English Court in the case of Hellenic and General Trust Limited reported in (1976) 1 WLR 123. The aforesaid decision is a pointer to the fact that what was required to be considered while sanctioning the scheme was bona fides of the majority acting as a class and not of one single person. …If he was feeling that the Scheme was unfair to him or was not going to protect his interest as shareholder in the respondent-company nothing prevented him from remaining present and voicing his grievance before the General Body of the equity shareholders and to apprise them of the alleged pernicious effect of the Scheme. …If he was feeling that the Scheme was unfair to him or was not going to protect his interest as shareholder in the respondent-company nothing prevented him from remaining present and voicing his grievance before the General Body of the equity shareholders and to apprise them of the alleged pernicious effect of the Scheme. It is, therefore, too late in the day for him to contend that the Scheme was unfair to him and that the family of Arvind Mafatlal had tried to dominate and engineer any adverse pattern of voting at the meeting of the equity shareholder. 38. ……It has to be kept in view that the question of bona fide of the majority shareholders or the alleged suppression by them of the minority shareholders or their attempt to suffocate their interest has to be judged from the point of view of the class as a whole. Question is whether the majority equity shareholders while acting on behalf of the class as a whole had exhibited any adverse interest against the appellants minority shareholders also having similar interest as members of the same class, while approving the Scheme or had acted with any oblique motive to whittle down such a class interest of the minority. As we have seen earlier no such situation ever existed both at the time when the Scheme of Compromise and Arrangement was cleared and proposed by the Board of Directors of both the transferor and transferee-companies and also at the stage when the Scheme was put to vote before the meeting of equity shareholders forming a common class of which the appellant was also a member though a minority member….. 39.It was submitted that the exchange ratio of equity shareholders so far as the transferee-company is concerned works very unfairly and unreasonably to them. ….It must at once be stated that valuation of shares is a technical and complex problem, which can be appropriately left to the consideration of experts in the field of accountancy. 39.It was submitted that the exchange ratio of equity shareholders so far as the transferee-company is concerned works very unfairly and unreasonably to them. ….It must at once be stated that valuation of shares is a technical and complex problem, which can be appropriately left to the consideration of experts in the field of accountancy. Pennington in his principles of Company Law mentions four factors, which had to be kept in mind in the valuation of shares: " (1) Capital Cover, (2) Yield, (3) Earning Capacity, and (4) Marketability For arriving at the fair value of share, three well-known are applied: (1) The manageable profit basis method (the Earning Per Share Method) (2) The networth method or the break value method, and (3) The market value method." are applied: …..We may also refer to a decision of the Gujarat High Court (or Madras High Court?) in Kamala Sugar Mills Limited (1984) 55 Company case p. 308 dealing with an identical objection about the exchange ratio adopted in the Scheme of Compromise and Arrangement. The Court observed as under: "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 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. " These observations in our view represent the correct legal position on this aspect. 11. To similar effect is the judgment of the Supreme Court in Hindustan Levr Employees’ Union vs. Hindustan Lever Ltd. and Others, 1995 Supp (1) SCC 499, holding: “3. But what was lost sight of was that the jurisdiction of the Court in sanctioning a claim of merger is not to ascertain with mathematical accuracy if the determination satisfied the arithmetical test. A company court does not exercise an appellate jurisdiction. It exercises a jurisdiction founded on fairness. But what was lost sight of was that the jurisdiction of the Court in sanctioning a claim of merger is not to ascertain with mathematical accuracy if the determination satisfied the arithmetical test. A company court does not exercise an appellate jurisdiction. It exercises a jurisdiction founded on fairness. It is not required to interfere only because the figure arrived at by the valuer was not as better as it would have been if another method would have been adopted. What is imperative is that such determination should not have been contrary to law and that it was not unfair to the shareholders of the company which was being merged. The courts obligation is to be satisfied that valuation was in accordance with law and it was carried out by an independent body. 5. Section 394 casts an obligation on the court to be satisfied that the scheme for amalgamation or merger was not contrary to public interest. The basic principle of such satisfaction is none other than the broad and general principles inherent in any compromise or settlement entered between parties that it should not be unfair or contrary to public policy or unconscionable. 31. …. The overwhelming majority of the shareholders had approved the Scheme at the meeting called for this purpose and had approved the exchange ratio. In fact, a proposal for amendment of the exchange ratio was also rejected by the overwhelming majority of 99% shareholders. There is no reason to presume that the shareholders did not know what they were doing. 41. This problem of valuation in the case of amalgamation of two companies has been dealt with by Weinberg and Blank in the book Takeovers and Mergers in which it has been stated that some or all of the following factors will have to be taken into account in determining the final share exchange ratio: (1). The Stock Exchange prices of the shares of the two companies before the commencement of negotiations or the announcement of the bid. (2). The dividends presently paid on the share relative growth prospects of the two companies. (4). The cover (ratio of after-tax earnings to dividends paid during the year) for the present dividends of the two companies. The Stock Exchange prices of the shares of the two companies before the commencement of negotiations or the announcement of the bid. (2). The dividends presently paid on the share relative growth prospects of the two companies. (4). The cover (ratio of after-tax earnings to dividends paid during the year) for the present dividends of the two companies. The fact that the dividend of one company is better covered than that of the other is a factor which will have to be compensated for at least to some extent. (5). In the case of equity shares, the relative gearing of the shares of the two companies. The gearing of an ordinary share is the ratio of borrowings to the equity capital. (6). The values of the net assets of the two companies. Where the transaction is a thorough-going merger, this may be more of a talking-point than a matter of substance, since what is relevant is the relative values of the two undertakings as going concerns. (7). The voting strength in the merged enterprise of the shareholders of the two companies. (8). The past history of the prices of the shares of the two companies. 42. It will, therefore, appear that in case of amalgamation a combination of all or some of the methods of valuation may be adopted for the purpose of fixation of the exchange ratio of the shares of the two companies. It is to be noted that even in such a situation, the book value method has been described as "more of a talking-point than a matter of substance". 12. One other judgment reiterating the jurisdiction of the Company Court, namely; Hindustan Lever and Another vs. State of Maharashtra and Another, (2004)9 SCC 438 may be considered. The Supreme Court reiterated the early principles holding:- “11.While exercising its power in sanctioning a scheme of agreement, the court has to examine as to whether the provisions of the statute have been complied with. Once the court finds that the parameters set out in section 394 of the companies Act have been met then the court would have no further jurisdiction to sit in appeal over the commercial wisdom of the class of persons who with their eyes open give their approval, even if, in the view of the court better scheme could have been framed. This aspect was examined in detail by this Court in Miheer h. Mafatlal v. Mafatlal Industries Ltd….. 12. Two broad principles underlying a scheme of amalgamation which have been brought out in this judgment are: (1) That the order passed by the court amalgamating the company is based on a compromise or arrangement arrived at between the parties; and (2) That the jurisdiction of the company court while sanctioning the scheme is supervisory only, i.e., to observe that the procedure set out in the Act is met and complied with and that the proposed scheme of compromise or arrangement is not violative of any provision of law, unconscionable or contrary to public policy. The court is not to exercise the appellate jurisdiction and examine the commercial wisdom of the compromise or arrangement arrived at between the parties. The role of the court is that of an umpire in a game to see that the teams play their role as per rules and do not overstep the limits. Subject to that how best the game is to be played is left to the players and not to the umpire. Both these principles indicate that there is no adjudication by the court on the merits as such.” 13. Learned counsel appearing for the petitioner, referring to Annexures P-9 and P-10, which are the reports of the experts M/s.Bansi S.Mehta & Co., Chartered Accountants and National Stock Exchange of India Limited, submits that valuation was carried out by the experts in the field having vast experience. He also referred to the opinion of the Sobhagya Capital Options Ltd., a SEBI Registered Merchant Banker who has approved the valuation method, which has been sanctioned by the National Stock Exchange of India Limited vide its communication dated 30th July, 2009. 14. Applying the principles as culled out from the judgments of the Supreme Court, the objections filed to the valuation cannot be entertained as not one but three expert bodies i.e. Chartered Accountant M/s.Bansi S.Mehta & Co., M/s.Ravinder K.Sharma & Company, appointed by the Official Liquidator, and the Bombay Stock Exchange, have approved the Valuation and the Exchange Ratio. 14. Applying the principles as culled out from the judgments of the Supreme Court, the objections filed to the valuation cannot be entertained as not one but three expert bodies i.e. Chartered Accountant M/s.Bansi S.Mehta & Co., M/s.Ravinder K.Sharma & Company, appointed by the Official Liquidator, and the Bombay Stock Exchange, have approved the Valuation and the Exchange Ratio. There is no reason to doubt the opinions of these experts and as a Company Court, it would not be the jurisdiction of this Court to sit in appeal over the method approved by a body of experts and accepted by the majority share holders and creditors. 15. This petition is, therefore, allowed. The Scheme as envisaged and provided for by Annexure P-1, as filed with this petition, is approved. I do not find that the Scheme is in any manner prejudicial to the interest of the shareholders, secured and unsecured creditors of both the Companies. The Scheme will be subject to the condition imposed by the Director that the shares be locked in for a particular period as stated in his affidavit. 16. So far as the question of change of name is concerned, this objection cannot be sustained. 17. In JAYPEE CEMENT LIMITED, In re, (2004) 122 Comp Case 854, the Court considered a similar objection holding that under Section 21 of the Act, the change of name could be brought about irrespective of the amalgamation, by merely passing a resolution and the approval of the Central Government signified in writing. The Court held: “ The first objection of the Regional Director is that the procedure has not been followed by the change of name of the amalgamated company from Jaypee Cement to Jaiprakash Associates Ltd., which name has been undisputedly made available by a letter dated February 5, 2003, of the Registrar of Companies of U.P. The objection cannot be sustained due to the following reasons. Under Section 21 of the Companies Act, this change of name could be brought about irrespective of the amalgamation, by merely passing a special resolution and the approval of the Central Government, signified in writing. This power of the Central Government has been delegated to the Registrar of Companies according to the “footnote No. 93” of the Taxman’s Companies Act, 2002, edition at page 1.26. This power of the Central Government has been delegated to the Registrar of Companies according to the “footnote No. 93” of the Taxman’s Companies Act, 2002, edition at page 1.26. Therefore, once the Registrar of Companies has, by a written letter, made available the name of Jaiprakash Associates Ltd. to the JPC, it would amount to the approval of the Central Government, signified in writing to the said change of name….” 18. In Sun Metals and Alloys P. Ltd., In re, (2008) 141 Comp Cas 82 (Mad), the Madras High Court, considering the objections raised by the Regional Director, held: “ Learned counsel for the petitioner submitted that the objections of the Regional Director are only formal in nature and even otherwise, Sections 21 and 23 of the Companies Act could be complied with after sanctioning the Scheme of arrangement and these objections could not be held against the petitioners. I find force in the submissions of learned counsel for the petitioners as objections of this nature could not be put against the petitioners at the time of considering the sanctioning of the scheme of arrangement. Further, as rightly contended by the learned counsel for the petitioners, the petitions filed under sections 391 to 394 of the Companies Act are like a single window system and the petitioners could not be burdened with taking out various applications which are cumbersome in nature. Further, learned counsel for the petitioners has rightly pointed out that, if necessary, the petitioners could always go before the Registrar of Companies for obtaining the necessary approval even after the scheme of arrangement is sanctioned by this Court. The objections of the Regional Director are rightly met by the learned counsel for the petitioners and accordingly, I am of the considered view that the proposed scheme of arrangement is for both the companies and for their share holders. Hence, both the petitions are to be allowed as prayed for….” 19. The Scheme having been approved in its entirety including the change in name, the objection raised by the Director is formal in nature and cannot be sustained. If need be, the Company can obtain permission from the Registrar of Companies. 20. Hence, both the petitions are to be allowed as prayed for….” 19. The Scheme having been approved in its entirety including the change in name, the objection raised by the Director is formal in nature and cannot be sustained. If need be, the Company can obtain permission from the Registrar of Companies. 20. I find that Scheme Annexure P-1 is in no way prejudicial to the interests of the share holders or creditors or that in any manner evades or is contrary to any provision of law or public policy of India. 21. Let necessary orders in Form 40 and 41 of the Company Court Rules be drawn up taking note of the details of assets in the additional affidavits filed by the petitioners. The scheme Annexure P-1 with this petition is sanctioned from the date of this order.