Amalgamation scheme sanctioned where authorised capital is handled within the scheme and no fresh fee objection survives.

A scheme of amalgamation may be sanctioned where the shareholders of both companies have unanimously approved it, the Official Liquidator reports no prejudice to members or public interest, and the statutory requirements are otherwise satisfied. An objection based on insufficiency of authorised share capital was not accepted because the scheme itself provided for the transferee company's authorised capital to increase by addition of the transferor company's authorised capital, and the combined authorised capital did not exceed the aggregate of the two companies. The objection that fresh fees or stamp duty were required on the combined authorised capital was also rejected, and the scheme was treated as effective from the appointed date, with the transferor company dissolving without winding up.

---

---

Issues: Whether the proposed scheme of amalgamation should be sanctioned, and whether the objection regarding insufficiency of authorised share capital and the need for fresh fees or stamp duty on the combined authorised capital was sustainable.

Analysis: The shareholders of both companies unanimously approved the scheme in duly convened meetings, the Official Liquidator reported no prejudice to members or public interest, and the Regional Director's objection was confined to the treatment of authorised share capital on amalgamation. The scheme contemplated automatic increase of the transferee company's authorised capital by addition of the transferor company's authorised capital. In such a situation, and where the combined authorised capital did not exceed the aggregate authorised capital of the two companies, the objection that a separate procedure and fresh payment of fees or stamp duty were required was not accepted. The statutory requirements for amalgamation were found to have been complied with.

Conclusion: The objection to sanction on the ground of authorised capital and payment of fees or stamp duty was rejected, and the scheme of amalgamation was sanctioned.

Final Conclusion: The amalgamation was approved, the scheme took effect from the appointed date in the scheme, and the transferor company stood dissolved without winding up.

Ratio Decidendi: A scheme of amalgamation may be sanctioned without insisting on a separate application or fresh levy where the combined authorised capital is dealt with within the scheme itself and the statutory requirements for amalgamation are satisfied.

---