Judgment :- Ashim Kumar Banerjee, J. The four companies named above agreed to enter into a scheme of amalgamation by which Saffron, Promai and Jalaram agreed to merge with Bhagyraaj. The scheme was framed under Section 391 of the Companies Act, 1956. The Company Judge dispensed with holding of meetings of the shareholders to ascertain their wish as all the shareholders consented to the scheme to be amalgamated as annexed to the said application. Accordingly, an advertisement was published inviting all concerned connected with this company to support or oppose the scheme to appear before His Lordship at the time of final sanction of the same. Central Government was also served through the Regional Director, Company Law Board. When the application came up for final sanction, His Lordship gave direction for filing affidavit by the Central Government. The Central Government initially filed affidavit stating that the Company was not cooperating by replying to all the queries made to them. As a result, the Registrar was not in a position to submit his final report on the scheme. His subsequent affidavit would also reiterate his earlier stand. We would find from the letter that the Central Government was asking for copies of the valuation report to justify the share premium suggested by the scheme. We find that repeated letters were written by the Assistant Director asking for queries on paragraphs 2 and 4 of the office letter dated December 5, 2011 that would relate to issue of shares at premium and the share valuation to support the exchange ratio. The learned Judge gave direction for filing affidavits on January 4, 2012. On April 9, 2012 His Lordship directed a supplementary affidavit to be filed. On June 5, 2012 the learned Judge asked the petitioners to reply to the queries made by the Registrar. When the reply was not forthcoming, the Central Government raised objection. It is at that juncture, the learned Judge vide order dated July 2, 2012 observed that it was a fit case for the Directorate of Revenue Intelligence to conduct an enquiry. His Lordship adjourned the matter and directed the revenue authority to submit report. The relevant extract of His Lordship’s order appearing at page 491-492 is quoted below: “The Central Government has raised an objection as to the share premium obtained by some of the companies involved in this scheme of amalgamation. His Lordship adjourned the matter and directed the revenue authority to submit report. The relevant extract of His Lordship’s order appearing at page 491-492 is quoted below: “The Central Government has raised an objection as to the share premium obtained by some of the companies involved in this scheme of amalgamation. The petitioner insists that such exercise has been onducted in the usual course and upon due compliance with the provisions of Companies Act, 1956. Of late, it has been noticed that the schemes are being used in course of a money laundering exercise in the sense that the transferor companies with share premia that do not justify the business or the activities of such companies are sought to be merged with transferee companies and there is an effective change of management, sometimes not in terms of the scheme but shortly after the scheme. In many cases the share premia accounts could be mere book entries without actual money passing from the transferor companies to the transferee company. In other cases, the position could be the other way round. Of late, schemes, particularly of amalgamation, are being filed for the purpose of providing book entries to enable persons to convert black money into white. It is necessary that the Directorate of Revenue Intelligence conduct an inquiry into the matter and, in particular, into the object of the exercise in this scheme of amalgamation. CP No. 630 of 2011 will appear in the monthly list of September, 2012. A copy of this order will be forwarded by the department to the Directorate of Revenue Intelligence and the head of such organization will take appropriate steps in the matter, including deputing responsible personnel to undertake the inquiry. The petitioners will be obliged to respo0nd to all queries raised by the Directorate of Revenue Intelligence, including furnishing whatever document is sought by such agency.” Being aggrieved, the appellants preferred the instant appeal that was heard by us on the above mentioned dates. Mr. S. B. Mookherjee, learned senior counsel appearing for the appellants contended, the scheme of amalgamation and/or arrangement would depend upon the wishes of the shareholders. Once the scheme was approved by overwhelming majority, the Central Government would not stand in the way unless they would find anything illegal being dehors to the Corporate Law. Mr. Mr. S. B. Mookherjee, learned senior counsel appearing for the appellants contended, the scheme of amalgamation and/or arrangement would depend upon the wishes of the shareholders. Once the scheme was approved by overwhelming majority, the Central Government would not stand in the way unless they would find anything illegal being dehors to the Corporate Law. Mr. Mookherjee contended that the Central Government was within their power to raise objection if they would feel it proper. The learned Company Judge was to consider such objection and ultimately sanction the scheme if he would feel so fit and proper. In the instant case, the Central Government did not ask for any direction upon the revenue intelligence for an enquiry. The Central Government was within their power to direct such enquiry to be made. The learned Judge could not have issued such directions suo motu, that too, without any basis whatsoever. Mr. Mookherjee contended, even if such investigation was carried, his clients would come out honourably from such process. However, this direction would carry bad impression in the commercial world and would operate as a stigma on the appellants that would give rise to the present appeal. Mr. Mookherjee relied on the following decisions to support his contention that mere suspicion would not confer right upon the learned Judge to direct investigation : 1. Sreeman Chunder Dey Vs.Gopaul Chunder Chuckerbutty reported in Moor’s Indian Appeals, Cases in the Privy Council, page-28. 2. Seth Maniklal Mansukhbai Vs. Rarja Bijoy Singh Dudhoria & Ors. reported in All India Reporter 1921 Privy Council page-69. 3. Vinay Metal Printers Pvt. Ltd, reported in the Company Cases 1996 Volume 87 page266. 4. Commissioner of Income Tax Vs. Steller Investment Ltd. reported in Volume 251 Company Cases 2001 page-263. 5. In the matter of Ushacomm India Pvt. Ltd. (C.A. No. 215 of 2005) reported in 2006 Volume-II, Calcutta High Court Notes, page-473. 6. Hillcrest Reality SDN. BHD. Vs. Ram Parshotam Mittal & Ors. reported in 2010 Volume 156 Company Cases Delhi page-597. 7. In the matter of :-Pineha Home Builders Pvt. Ltd. & Anr. unreported decision of the Calcutta High Court. 8. In the matter of Lucknow Properties & Finance Pvt. Ltd. & Ors. unreported decision of the Calcutta High Court. 9. In the matter of :-Satya Ventures Pvt. Ltd. & Ors. (A.P.O. 81 & 82 of 2012). Unreported Division Bench decision of this Court. unreported decision of the Calcutta High Court. 8. In the matter of Lucknow Properties & Finance Pvt. Ltd. & Ors. unreported decision of the Calcutta High Court. 9. In the matter of :-Satya Ventures Pvt. Ltd. & Ors. (A.P.O. 81 & 82 of 2012). Unreported Division Bench decision of this Court. The learned Judge used the phraseology “MONEY LAUNDERING”. Mr. Mookherjee referred to the provisions of the Prevention of Money Laundering Act, 2002, particularly Sections 3 and 4, that would deal, what “money laundering” would mean. Mr. Mookherjee contended that the schedule to Section 4 would prescribe offences that would come within the scope of “Proceeds of Crime” within the meaning of Section 3. Mr. Mookherjee contended that the schedule did not include any of the provisions under the Corporate Law. Opposing the appeal, Ms. Mamata Bhargava, learned counsel appearing for the Central Government contended, the Central Government was within its power to make queries and it was obligatory on behalf of the petitioners to satisfactorily reply to the same. So long the queries were not answered, the Central Government would not be in a position to accord their seal of approval to the scheme of amalgamation. She referred to the decision of the Apex Court of Sesa Industries Limited Vs. Krishna H. Bajal & Ors. reported in 2011 Volume III Supreme Court Cases page-218 and the Delhi High Court decision in the matter of Vs. M/s. Vodafone Essar Ltd. (C.P. No. 334 of 2009). Mr. Mookherjee lastly referred to an order passed on the same day in the case of Lucknow Properties & Finance Pvt. Ltd. Wherein despite objection raised by the Central Government on unjustified share premium, the learned Judge sanctioned the scheme on the undertaking that the promoters would not transfer the holding of the control of the transferee company for a period of five years. The appellants would be agreeable to the same terms. Similar order was passed by His Lordship on July 27, 2012 in the case of Pincha Home Builders Pvt. Ltd. & Anr. wherein the Central Government objection on share premium was negated by His Lordship after affidavits having satisfied with the explanation offered through supplementary affidavit. Mr. Mookherjee contended that the present case would fall within the same parameters and the learned Judge should have sanctioned the scheme instead of directing investigation that was beyond the scope of the application. wherein the Central Government objection on share premium was negated by His Lordship after affidavits having satisfied with the explanation offered through supplementary affidavit. Mr. Mookherjee contended that the present case would fall within the same parameters and the learned Judge should have sanctioned the scheme instead of directing investigation that was beyond the scope of the application. We have considered the rival contentions. It is true that the Court should be slow in rejecting a scheme of amalgamation declining to sanction the same de hors the wishes the majority of the shareholders. In Corporate Jurisprudence majority holds the field. Once the scheme was sanctioned by the majority of the shareholders it would be for the Court to examine and sanction the same. The scope of examination would ordinarily be restricted to the objections raised by the shareholders/creditors and all concerned including the Central Government who has vital role to play. In the instant case, despite advertisement being published none approached His Lordship. His Lordship asked the Central Government to submit their views. The Central Government on two occasions filed supplementary affidavit saying that they would not be in a position to do so in absence of assistance being extended by the applicants on two issues as referred to above. Hence, His Lordship was compelled to direct further investigation. If the applicants’ intention was bona fide, they should have dispelled all the doubts that had arisen in the mind of the Registrar of Companies. Mr. Mookherjee would contend, the valuation report sent to the Registrar of Companies would deal with the respective share exchange ratio. There was no other valuation report available to them. Having not sent any reply, the applicants complicated the situation for which the learned Judge should not be blamed. Today at the end of the day, the applicants would contend through Mr. Mookherjee, they did not have any further information to offer. Hence, the Registrar of Companies must proceed on that basis and if he was not satisfied with the particulars he would be free to say so in his affidavit to be filed before the learned Judge. If the Registrar of Companies would require further investigation through any agency they might conduct such independent examination that would be within their power to do so in accordance with law. Court’s blessings was not required. If the Registrar of Companies would require further investigation through any agency they might conduct such independent examination that would be within their power to do so in accordance with law. Court’s blessings was not required. At the same time so long as the Court was not fully satisfied that the scheme would protect the interest of the shareholders/creditors at large and it would not be contrary to the public policy being contrary to any provision of the laws of the land either on the question of evading of any revenue or otherwise the Court would not be bound to sanction the same. In this regard we may refer to the observation of the learned Single Judge of the Bombay High Court in the case of Bedrock Ltd. reported in 1998 Volume IV Company Law Journal page-475 wherein the learned Judge would say, “It is a settled principle of law that the proposed scheme should only be sanctioned if it is found to be not violative of any provision of law and is not contrary to public policy. For ascertaining the real purpose underlying the scheme, the court can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously X–ray the scheme. Where the court finds that the scheme is fraudulent and is intended for a purpose other than what it professes to be, it may be rejected even at the outset without calling a meeting of the creditors. The court does not function as a rubber stamp or post office, and it is incumbent upon the court to be satisfied that the scheme is genuine, bona fide and in the interest of creditors of the company.” The facts would not be identical to the present one as rightly contended by Mr. Mookherjee, we would however, rely on the observations of His Lordship and thus, quoted above, as abstract proposition of law on the subject. The matter was adjourned till the next day. We were told that investigation had already been carried out. If it was so, the Central Government through the Registrar of Companies may consider the same while preparing their affidavit before His Lordship. In our view, the Central Government must file their affidavit dealing with the scheme on merit and is not entitled to avoid the same on one plea or the other. If it was so, the Central Government through the Registrar of Companies may consider the same while preparing their affidavit before His Lordship. In our view, the Central Government must file their affidavit dealing with the scheme on merit and is not entitled to avoid the same on one plea or the other. That would have an onerous duty to assist the Court by pointing out the illegalities and/or irregularities, if any, found on scrutiny of the same. Lotwas said by Mr. Mookherjee on the phraseology “MONEY LAUNDERING” used by His Lordship. Mr. Mookherjee would say, neither Section 3 nor Section 4 of the said Act of 2002 would apply in the instant case. He may be correct to say so. We, however, feel, such phraseology might have been used by His Lordship as a passing reference to express His Lordship’s agony in absence of the Central Government’s views on merits and the applicants’ insistence on the scheme being passed without replying to the queries made by the Central Government as referred to above. His Lordship probably did not use such phraseology in the context of the said Act of 2002. With these observations, we dispose of the appeal without however any order as to costs.