Amalgamation scheme sanctioned with transfer of liabilities, tax dues coverage, and dissolution of the transferor company.

A scheme of amalgamation and arrangement was sanctioned after the Court found no impediment in the statutory reports or procedural compliance. The scheme provided for transfer of all debts, liabilities, contingent liabilities, duties and obligations of the transferor company to the transferee company from the appointed date, and expressly covered taxes and other statutory dues. The petitioner undertook compliance with future directions of the Court and statutory authorities in relation to past events, subject to legal rights. As the Official Liquidator raised no objection and no proceedings were pending under Sections 235 to 251 of the Companies Act, 1956, the transferor company's assets and liabilities vested in the transferee company and the transferor stood dissolved without winding up.

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Issues: Whether the Scheme of Amalgamation and Arrangement deserved sanction despite objections regarding procedural violations and the reports of the Regional Director and the Official Liquidator.

Analysis: The Scheme provided that all debts, liabilities, contingent liabilities, duties and obligations of the transferor company would stand transferred to the transferee company with effect from the appointed date. It also specifically dealt with taxes and other statutory dues. The petitioner undertook to comply with any directions of the Court and future mandates of statutory authorities regarding past events, subject to legal rights. The Official Liquidator raised no objection, and the company confirmed that no proceedings were pending under Sections 235 to 251 of the Companies Act, 1956. The Court, on consideration of the Scheme, the statutory reports, and the procedural requirements, found no impediment to sanction.

Conclusion: The Scheme of Amalgamation and Arrangement was sanctioned, the assets and liabilities of the transferor company vested in the transferee company, and the transferor company was ordered to stand dissolved without being wound up.

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