Amalgamation scheme sanctioned after compliance, no objections, and employee interests protected under the transfer terms.

A proposed scheme of amalgamation between the transferor-companies and the transferee-company was sanctioned after the companies had approved it in their board meetings, required notices and public advertisements were issued, and shareholder meetings were dispensed with where permissible. The Registrar of Companies raised only compliance observations, which were addressed through undertakings filed before the Court. The Official Liquidator's report, supported by a chartered accountant's scrutiny, found no adverse issue with the transferor-companies' conduct, and no shareholder, creditor, employee, or other interested person objected. Employee interests were protected under the scheme, and sanction was granted subject to compliance with recorded observations and any approval required from the High Court of Madras for the transferee-company.

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Issues: Whether the proposed scheme of amalgamation between the transferor-companies and the transferee-company deserved sanction.

Analysis: The transferor-companies and the transferee-company had approved the scheme in their respective board meetings. The required shareholder meetings were dispensed with where permissible, notices were duly issued, and public advertisements were published. The Registrar of Companies raised only compliance observations, which were met by undertakings filed before the Court. The Official Liquidator's report, based on scrutiny by an appointed chartered accountant, disclosed no adverse finding against the conduct of the transferor-companies. No shareholder, creditor, employee, or other interested person opposed the scheme, and the employee interests were protected by the terms of transfer.

Conclusion: The scheme of amalgamation was sanctioned, and the petitions were allowed subject to compliance with the recorded observations and the approval of the High Court of Madras insofar as required for the transferee-company.

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