Amalgamation scheme sanctioned after shareholder consent, creditor approval and no objection from the Official Liquidator.

A proposed amalgamation scheme under the Companies Act, 1956 was sanctioned after unanimous shareholder approval, consent from unsecured creditors, and waiver of otherwise required meetings. The Official Liquidator, after review of the auditors' report and company records, raised no objection. The scheme was found reasonable, not prejudicial to shareholders or creditors, and not contrary to public interest, so sanction was granted.

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Issues: Whether the proposed scheme of amalgamation of the petitioner-companies with the transferee-company deserved sanction under the Companies Act, 1956.

Analysis: The scheme had been approved unanimously by the concerned shareholders, the unsecured creditors had consented, and the meetings otherwise required were dispensed with. The Official Liquidator, after obtaining the auditors' report and scrutiny of the books and records, raised no objection. The scheme was found to be reasonable, not prejudicial to shareholders or creditors, and not opposed to public interest.

Conclusion: The scheme of amalgamation was sanctioned.

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