Scheme of amalgamation upheld after procedural objections were cured and no surviving impediment remained to sanction.

A scheme of amalgamation was sanctioned despite objections to the valuation report and board approval, because the addendum issue was treated as a clerical or typographical error and the alleged omission was said to have been rectified by a subsequent board meeting. The materials showed compliance with procedural requirements, and the reports of the Regional Director and Official Liquidator disclosed no surviving objection that would justify refusal. The petitioners also confirmed that no investigation, proceeding, or winding-up petition was pending, and the transferor company was ordered to dissolve without winding up, with the scheme binding the companies and stakeholders.

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Issues: Whether the Scheme of Amalgamation should be sanctioned notwithstanding the Official Liquidator's objections regarding the valuation report and board approval.

Analysis: The objection regarding the addendum to the valuation report was treated as a clerical or typographical error in the board resolution, and the asserted omission regarding approval of the addendum was stated to have been rectified by a subsequent board meeting. The Court also noted that, on the materials placed, the procedural requirements were complied with and the reports of the Regional Director and the Official Liquidator did not disclose any surviving objection that would prevent sanction. The petitioners further confirmed that no investigation, proceeding, or winding-up petition was pending against them.

Conclusion: The Scheme of Amalgamation was sanctioned, and the objection of the Official Liquidator was not accepted as a ground to refuse approval.

Final Conclusion: The amalgamation was approved, with the transferor company to be dissolved without winding up and the scheme to bind the concerned companies and their stakeholders.

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