Scheme of amalgamation sanctioned after compliance review, making the merger binding and dissolving transferor companies without winding up.

The NCLT Delhi sanctioned a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 after finding the requisite board approvals, absence of pending winding-up or other disqualifying proceedings, and no objection from the Official Liquidator or Regional Director. The scheme was treated as fair and reasonable, not contrary to public policy, and not violative of law. The order also recorded compliance with the undertaking under Section 232(3)(i) regarding fee payable on revised authorised share capital and noted accounting treatment under the pooling of interests method. The scheme became binding on shareholders, creditors, and employees, and the transferor companies were directed to dissolve without winding up on filing the certified order with the Registrar of Companies.

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Issues: Whether the proposed Scheme of Amalgamation deserved sanction under Sections 230 to 232 of the Companies Act, 2013, and whether the stipulated statutory compliances and conditions were satisfied.

Analysis: The scheme was examined in the context of the approvals obtained from the boards of the companies, the absence of pending winding-up or other disqualifying proceedings, the report of the Official Liquidator, and the affidavit of the Regional Director. The scheme was found to be fair and reasonable, not contrary to public policy, and not violative of any provision of law. The order also recorded the undertaking regarding compliance with Section 232(3)(i) of the Companies Act, 2013 in relation to the fee payable on revised authorised share capital, and noted the accounting treatment under the prescribed pooling of interests method.

Conclusion: The Scheme of Amalgamation was sanctioned and the company petition was allowed. The scheme was made binding on the shareholders, creditors, and employees of the companies concerned, and the transferor companies were directed to stand dissolved without winding up upon filing of the certified copy of the order with the Registrar of Companies.

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