Amalgamation scheme sanction upheld where shareholder and creditor approval, regulatory compliance, and fairness were established.

A scheme of arrangement in the nature of amalgamation was approved where the shareholders and creditors unanimously consented in the convened meetings. The Court treated the Regional Director's concerns on RBI approval, FEMA compliance for NRI shareholding, valuation, share exchange ratio, and income-tax compliance as addressed on the record. Finding the scheme fair and reasonable, not contrary to law or public policy, and noting that no stakeholder objection was raised, the Court sanctioned the amalgamation under the Companies Act, 1956.

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Issues: Whether the scheme of arrangement in the nature of amalgamation deserved sanction under the Companies Act, 1956.

Analysis: The shareholders and creditors approved the scheme unanimously in the convened meetings. The Regional Director's observations regarding RBI approval, compliance with FEMA requirements for NRI shareholding, valuation and share exchange ratio, and income-tax compliance were treated as addressed on the record. The Court found the scheme fair and reasonable, not contrary to law or public policy, and noted that no objection was raised by any stakeholder.

Conclusion: The scheme of amalgamation was sanctioned.

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