Amalgamation scheme under section 233 approved where statutory compliances were met and no regulatory objection was raised.

A scheme of amalgamation under section 233 of the Companies Act, 2013 may be sanctioned where statutory requirements are met, the scheme is fair and reasonable, and no material objection is raised by regulatory authorities. The transferor companies were wholly owned subsidiaries of the transferee company, no secured or unsecured creditors' meetings were required, members approved the scheme, and the Registrar of Companies and Official Liquidator raised no objection. The Tribunal found no prejudice to shareholders and no conflict with law or public policy, so the amalgamation scheme was approved with binding effect.

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Issues: Whether the scheme of amalgamation could be sanctioned under section 233 of the Companies Act, 2013 in the facts of the case.

Analysis: The transferor companies were wholly owned subsidiaries of the transferee company and there were no secured or unsecured creditors whose meetings were required to be convened. The record showed approval of the scheme by the members, no objection from the Registrar of Companies, no objection from the Official Liquidator, and the scheme was found to be fair, reasonable, and not contrary to public policy or law. The Tribunal also noted that the scheme did not prejudice the interests of shareholders and that the requisite statutory compliances had been fulfilled.

Conclusion: The scheme of amalgamation was sanctioned and the petition was allowed.

Final Conclusion: The application succeeded and the amalgamation scheme was approved with binding effect on the members, creditors, and shareholders.

Ratio Decidendi: A scheme under section 233 of the Companies Act, 2013 may be sanctioned where the statutory requirements are complied with, the scheme is fair and reasonable, and no material objection is raised by the regulatory authorities.

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