Amalgamation scheme approval upheld where shareholders and creditors consented, and the Official Liquidator's objection lacked standing.

An amalgamation scheme may be sanctioned where shareholders unanimously approve it, creditors raise no objection, and the Company Law Board also records no objection. The Official Liquidator's objection on locus standi was rejected because such a challenge carries no force where the companies are continuing as going concerns and no winding-up proceeding is pending. The scheme was therefore approved, subject to the legal requirements governing transfer of property, tax liabilities, and any pre-existing breaches of law.

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Issues: Whether the scheme of amalgamation should be sanctioned and whether the Official Liquidator's objection to the scheme could be sustained.

Analysis: The petition sought sanction of an amalgamation scheme under the provisions governing compromise, arrangement, and amalgamation. The shareholders of all the companies unanimously approved the scheme, the creditors raised no objection, and the Company Law Board also expressed no objection. The Official Liquidator's request for inspection of the account books was not accepted, and the objection based on locus standi was rejected in the light of the view that such an objection has no force where the companies are going concerns and no winding-up proceeding is pending. The scheme was therefore found fit for approval, though the order preserved the legal requirements relating to transfer of property, tax liabilities, and pre-existing breaches of law.

Conclusion: The Official Liquidator's objection failed and the scheme of amalgamation was sanctioned.

Ratio Decidendi: Where the shareholders and creditors unanimously approve an amalgamation scheme, no statutory objection survives, and the court may sanction the scheme while preserving legal consequences relating to transfer formalities, tax liability, and pre-existing s.

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