Scheme of amalgamation sanctioned after dispensed meetings, no objection from authorities, and compliance with share capital reduction procedure.

The proposed amalgamation was approved because the required consents had already led to dispensation of the meetings of equity shareholders and unsecured creditors of the transferor companies, and the transferee company's meeting was also dispensed with. The Official Liquidator reported no prejudice to members or the public interest, the Central Government raised no objection, and no adverse circumstance was brought to notice. The earlier direction dispensing with the procedure under section 101(2) for reduction of share capital was also noted, and the scheme with its ancillary procedural requirements was sanctioned.

---

---

Issues: Whether the proposed scheme of amalgamation deserved sanction and whether the ancillary procedure relating to reduction of share capital and convening of meetings required compliance.

Analysis: The requisite consents had already led to dispensation of the meetings of equity shareholders and unsecured creditors of the transferor companies, and the meeting of the transferee company had also been dispensed with. The Official Liquidator reported that the affairs of the transferor companies had not been conducted in a manner prejudicial to the interests of members or the public interest, and the Central Government raised no objection. No adverse circumstance was brought to notice. The earlier direction dispensing with the procedure under section 101(2) was also noted in relation to the reduction of share capital.

Conclusion: The scheme of amalgamation was sanctioned and the related procedural requirements stood approved, with the petitions allowed.

---