Scheme of amalgamation sanctioned after compliance concerns were addressed and the arrangement found fair, reasonable, and non-prejudicial.

A Scheme of Amalgamation was sanctioned after the tribunal found that statutory notices had been duly served, no objector opposed the proposal, and the Official Liquidator reported proper conduct of the transferor companies' affairs with dissolution possible without winding up. The Regional Director's concerns on tax implications, the auditor's certificate and the chairman's report were addressed through undertakings and supporting filings, which were accepted. On the record, the Scheme was held to be fair, reasonable, legally compliant, and not prejudicial to shareholders, creditors or public interest, and the petitions were made absolute in terms of the prayers granted.

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Issues: Whether the Scheme of Amalgamation deserved sanction and whether the statutory requirements and objections raised by the Regional Director and Official Liquidator had been satisfactorily complied with.

Analysis: The requisite notices had been served, no objector opposed the Scheme, and the Official Liquidator reported that the affairs of the transferor companies had been properly conducted and that they could be dissolved without winding up. The Regional Director's observations relating to tax implications, auditor's certificate, and chairman's report were met by the petitioners through undertakings and supporting filings, which were accepted. On the material placed on record, the Scheme was found to be fair, reasonable, compliant with law, and not prejudicial to shareholders, creditors, or public interest.

Conclusion: The Scheme of Amalgamation was sanctioned and the petitions were made absolute in terms of the prayers granted.

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