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<h1>Merger and Demerger Scheme Approved for Shareholder Value and Efficiency</h1> <h3>IN RE : SANGAM INVESTORS SERVICES PRIVATE LIMITED</h3> IN RE : SANGAM INVESTORS SERVICES PRIVATE LIMITED - TMI Issues:Sanction of Composite Scheme of Arrangement involving Merger and Demerger under Companies Act, 1956 and Companies Act, 2013.Detailed Analysis:1. Common Scheme of Arrangement:- The petitions were filed for the sanction of a Composite Scheme of Arrangement involving Merger and Demerger between three companies.- The scheme aimed at enhancing shareholder value, operational efficiencies, and pursuing revenue growth opportunities by combining resources.2. Meetings and Consents:- Meetings of shareholders and creditors of the Transferor, Demerged, and Transferee Companies were dispensed with based on written consent letters.- Secured creditors' meeting of Transferor and Transferee Companies was not held as there were no secured creditors.3. Publication and Objections:- Company petitions were admitted, and public notices were duly advertised in newspapers.- No objections were raised post-publication, and no complaints were reported against the Petitioner Companies.4. Observations by Regional Director:- Regional Director raised concerns regarding compliance with Accounting Standards, RBI guidelines, and Income Tax Act, among others.- Petitioner Companies addressed the observations in an affidavit, ensuring compliance with necessary regulations.5. Official Liquidator's Opinion:- The Official Liquidator opined that the affairs of the Petitioner Companies were not conducted prejudicially, suggesting dissolution without winding up.6. Court's Decision:- After addressing the Regional Director's observations and considering the Official Liquidator's opinion, the court found the scheme fair, reasonable, and in the interest of stakeholders.- The Composite Scheme of Arrangement was sanctioned, binding on all stakeholders and authorities.7. Additional Orders:- Directions were given regarding the preservation of books of accounts, payment of costs, lodging of order copies, and filing with concerned authorities.- Filing and issuance of drawn-up order were dispensed with for expeditious action by concerned authorities.8. Conclusion:- The court approved the Composite Scheme of Arrangement, ensuring compliance with legal requirements and stakeholders' interests, leading to the disposal of the petitions with necessary directions for implementation.