Scheme of amalgamation sanctioned after compliance with shareholder, creditor, regulatory, and tax requirements was established.

The Gujarat HC sanctioned a scheme of amalgamation under the Companies Act, 1956 after noting that shareholder and creditor meetings had been dispensed with on the basis of consents and that notice requirements were duly complied with. It accepted that concerns raised on authorised share capital, FEMA and RBI compliance, and income-tax requirements had been addressed, and relied on the Official Liquidator's report that no prejudice would be caused to members or public interest. The Court also noted that the scheme did not extinguish the transferor company's statutory liabilities. Finding the statutory requirements satisfied, it approved the scheme.

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Issues: Whether the Scheme of Amalgamation of the transferor company with the transferee company should be sanctioned under the Companies Act, 1956.

Analysis: The requisite meetings of shareholders and creditors had been dispensed with earlier on the basis of consents and there was due publication and service of notice of the petitions. The Regional Director's observations regarding increase in authorised share capital, compliance with FEMA and RBI guidelines, and compliance with income-tax requirements were addressed by the petitioner companies and found satisfied. The Official Liquidator reported no prejudice to members or public interest, and the Court noted that the Scheme did not absolve the transferor company of its statutory liabilities. On the record, the statutory requirements for sanction were satisfied and the Scheme appeared to be in the interests of shareholders and creditors.

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

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