Interim relief in amalgamation implementation required revised RBI compliance, fresh valuation, and suspense account safeguards.

Interim directions were issued to advance implementation of a sanctioned amalgamation scheme while the preferential allotment component remained pending RBI approval. The Court balanced the parties' request to proceed with the scheme against revised RBI guidelines governing foreign exchange and policy compliance, and allowed the process to move forward in a controlled manner. It required a fresh application based on revised valuation, in-principle RBI consideration, inward remittance, and deposit of the price differential in a separate suspense account until final disposal of the writ petition.

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Issues: Whether, pending final adjudication of the writ petition, interim directions should be issued to facilitate implementation of the amalgamation scheme and preferential allotment of shares, while accommodating the revised RBI guidelines.

Analysis: The Scheme of Amalgamation had already been sanctioned, but implementation was being delayed because the preferential allotment component had not received RBI approval. The Court balanced the petitioners' claim to proceed with the scheme against the RBI's concern that foreign exchange and economic policy considerations required compliance with the revised guidelines. It held that, for the time being, the process should be advanced in a controlled manner by requiring a fresh application based on the revised valuation, in-principle consideration by RBI, inward remittance, and maintenance of the price differential in a separate suspense account until final disposal.

Conclusion: Interim relief was granted in modified form, enabling implementation steps to proceed subject to compliance with the revised guidelines and further adjudication of the writ petition.

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