Amalgamation scheme sanctioned after statutory compliance, resolved objections, and confirmation that the arrangement was bona fide and stakeholder-friendly.

A scheme of amalgamation may be sanctioned where the statutory requirements under sections 391 to 394 of the Companies Act, 1956 are met, the requisite shareholder and creditor meetings are dispensed with on consent affidavits, and notice requirements are duly complied with. The court accepted that the Regional Director's objections on corporate and tax compliance had been addressed and noted the Official Liquidator's report that the transferor company's affairs were not conducted prejudicially to members or the public interest. On that basis, the scheme was found genuine, bona fide, and in the interest of shareholders and creditors, and the amalgamation was sanctioned.

---

---

Issues: Whether the Scheme of Amalgamation of the transferor company with the transferee company should be sanctioned.

Analysis: The requisite meetings of equity shareholders and creditors had already been dispensed with on the basis of consent affidavits. Notice was duly published and served, the Regional Director's objections regarding corporate compliance and tax compliance were addressed by the petitioners, and the Official Liquidator reported that the affairs of the transferor company were not conducted prejudicially to members or the public interest. The Court was satisfied that the requirements of sections 391 to 394 of the Companies Act, 1956 were met and that the scheme was genuine, bona fide, and in the interest of shareholders and creditors.

Conclusion: The Scheme of Amalgamation was sanctioned and the petitions were allowed.

Ratio Decidendi: A scheme of amalgamation may be sanctioned when statutory requirements are satisfied, objections of the Regional Director and Official Liquidator are duly answered, and the scheme is found to be genuine, bona fide, and in the interest of stakeholders.

---