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Issues: Whether the proposed composite scheme of arrangement should be sanctioned under the Companies Act, 1956.
Analysis: The objections raised by the Regional Director were met by the petitioner's assurance of compliance with FEMA, RBI guidelines, and income-tax requirements. No objections were received from shareholders, creditors, or any other person after publication. On the material placed before it, the Scheme was found to be fair and reasonable, not violative of law, and not contrary to public policy.
Conclusion: The Scheme of Arrangement was sanctioned.
Ratio Decidendi: A scheme of arrangement may be sanctioned where statutory observations are addressed, no stakeholder objections survive, and the Court is satisfied that the scheme is fair, reasonable, lawful, and consistent with public policy.