Amalgamation scheme sanctioned where shareholders agreed, no creditors objected, and dissolution without winding up followed.

A proposed amalgamation under the Companies Act, 1956 was approved because the equity shareholders of the transferor and transferee companies unanimously consented, no creditors existed, and no objections were received after notice publication. The Official Liquidator reported no prejudicial conduct in the affairs of the transferor companies, and the Regional Director raised no objection. On that record, the court found the requirements of the proviso to section 391(2) satisfied and saw no legal impediment to approval. The scheme was sanctioned, and the transferor companies were directed to stand dissolved without winding up on filing the certified order with the Registrar of Companies.

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Issues: Whether the proposed scheme of amalgamation under the Companies Act, 1956 should be sanctioned and the transferor companies dissolved without winding up.

Analysis: The equity shareholders of the transferee and transferor companies approved the scheme unanimously in meetings held pursuant to the court's directions. No creditors existed, no objections were filed after publication of notice, and the Official Liquidator reported that the affairs of the transferor companies were not managed prejudicially to members or the public. The Regional Director also raised no objection. The court found that the material facts required under the proviso to section 391(2) had been placed on record and that there was no legal impediment to granting approval.

Conclusion: The scheme of amalgamation was sanctioned, and the transferor companies were directed to stand dissolved without winding up on filing a certified copy of the order with the Registrar of Companies.

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