Section 23(3) exemption for amalgamation upheld where statutory conditions were met and separate MRTP approval was unnecessary.

Section 23(3) of the Monopolies and Restrictive Trade Practices Act, 1969 exempted the proposed amalgamation where the statutory conditions were satisfied on the facts. The Bombay High Court held that the exemption could not be denied merely because the companies were not shown to be engaged predominantly in services, since they were carrying on the same business and the relevant conditions for exemption were met. No separate application under the Act was therefore required for the amalgamation, and the petitions succeeded with approval of the scheme.

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Issues: Whether the companies were entitled to exemption under section 23(3) of the Monopolies and Restrictive Trade Practices Act, 1969 so that no separate application under that Act was required for the amalgamation.

Analysis: The objection rested on the contention that the exemption was unavailable because the companies were not engaged in services as their main business. The Court held that the statutory requirements of section 23(3) were satisfied on the facts and that the exemption could not be denied merely on the ground urged by the Regional Director. The companies were carrying on the same business and the condition for exemption was met.

Conclusion: The exemption under section 23(3) was available to the companies and no application under the Monopolies and Restrictive Trade Practices Act, 1969 was required.

Final Conclusion: The amalgamation petitions succeeded and the proposed amalgamation was approved with costs awarded against the Regional Director and the official liquidator as directed.

Ratio Decidendi: Where the statutory conditions for exemption under section 23(3) are fulfilled, the exemption cannot be refused merely because the company's service activity is not shown to be its predominant business.

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