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2016 (4) TMI 965 - BOMBAY HIGH COURTScheme of amalgamation - only opposition to the Scheme is by Securities and Exchange Board of India (“SEBI”) - Held that:- there is no merit in SEBI's contention that the Scheme violates the provisions of ICDR or the public policy behind ICDR or the related regulatory machinery. There is, as noted above, no bad faith vis-a-vis any stakeholder. On the whole, the scheme is not such as a prudent man of business would not accept as just, fair or reasonable. And lastly, there is no market abuse, wrongful artificiality or fraud, deceit or unfair trade practice, injuring public interest. If that is so, the Court cannot scrutinize the Scheme with the focus of a man of commerce to see if the consideration provided for therein is truly correct. That is for the businessman in the shareholder to decide. The Court merely preserves the sanctity of the laws, the commercial morality and public interest. And on these, the Scheme does pass muster. Company amalgamtion allowed. The Petitioner Companies to file a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. The Petitioners are directed to file a certified copy of the order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E Form INC-28 in addition to physical copy as per the relevant provisions of the Companies Act, 1956/2013 whichever is applicable.
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