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specialised services were utilised for the purpose of arriving at a fair exchange ratio. Both TOMCO and HLL reposed faith in his professional skill. We are of the view that non-disclosure of the fact that Mr. Malegam, a Director of the Company, had been appointed Valuer, will not detract from the Scheme in any way. This will also not amount to suppression of any material interest of a Director in the Scheme.
The next question relates to the provisions of Monopolies and Restrictive Trade Practices Act (MRTP Act). An argument has been made that the MRTP Commission is seized of the matter and until the MRTP Commission decides, it will be proper to sanction the Scheme.
Ms. Indira Jaising, appearing on behalf of Consumer Action Group, has argued that the Monopolies and Restrictive Trade Practices Act, 1969 is a special enactment. The question of merger of HLL and TOMCO has to be considered in the background of the provisions of the said Act, Since this very issue is under consideration by the MRTP Commission, the Court exercising company jurisdiction Should hot pass any order Which may prejudice the proceedings before the MRTP Commission. Alternatively, it has been argued that assuming that the jurisdiction of the Company Court is not barred but it is parallel, then as a matter of propriety the Company Court should await the decision of the MRTP Commission with regard to the issues involved. The allegation before the MRTP Commission is that the proposed merger was in violation of the provisions of MRTP Act. The decisive questions whether the issues arising before the MRTP Commission are the same as are now before this Court.
It was further argued that even if the proposed amalgamation is sanctioned by this Court, it must be made subject to the final outcome of the proceedings pending before the MRTP Commission. The MRTP Com-mission gravely erred in rejecting the application for interim order under Section 12A of the MRTP Act. It was submitted that the Commission has erred in refusing to pass an interim order on the ground that any interim order passed will take away the jurisdiction of the Company Court. The Commission has jurisdiction, even after deletion of Section 23, to inquire into monopolies and restrictive trade practices. The Commission has over-looked the fact that the allegations made by the aggrieved parties before it, were not based on 'assumption' but on hard facts.

We are unable to uphold the contention of Ms. Jaising that MRTP Commission erred in law in not passing an order of injunction under Section 12A of the Act, restraining the implementation of the Scheme of Amalgamation. We are of the view that it was not necessary to obtain any prior approval from the Central Government or the MRTP Commission before the Scheme could be sanctioned by the Court. This requirement has been specifically deleted from the statute.

As a result of the amalgamation, if it is found that the working of the Company is being conducted in a way which brings it within the mischief of the MRTP Act, it would be open to the authority under the MRTP Act to go into it and decide the controversy as it thinks fit, Mr. Andhya. Ujina has argued that the concept of applicability of monopolistic trade practice under Chapter TV or restrictive trade practice or Unfair trade practice under Chapter V, necessitates that there must be a 'trade' as defined .under Section 2(a) and 'trade practice' as defined Under Section 2(u). He has further contended that a company when it allots shares is not trading shares. Further under Section 77 of the Companies Act, a company cannot buy its own shares. Therefore, there can no question of a company trading in its own shares or unlawful trade practice at this stage.