Amalgamation scheme sanctioned after statutory compliance, fairness, and shareholder protection objections were satisfactorily addressed.

A scheme of amalgamation was sanctioned after the court found it fair, reasonable, and compliant with the Companies Act, 1956. The objections raised by the Regional Director were addressed through undertakings and clarifications covering tax scrutiny, employee continuity, RBI and FEMA compliance, and protection of shareholders' rights. With no objector opposing the scheme and the Official Liquidator reporting proper conduct of the transferor companies' affairs, the court held that the statutory requirements were satisfied and that the transferor companies could be dissolved without winding up. Consequential filings, stamping, and other regulatory compliances were directed.

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Issues: Whether the scheme of amalgamation deserved sanction under the Companies Act, 1956, and whether the statutory requirements and fairness of the scheme were satisfied.

Analysis: No objector appeared to oppose the scheme. The Regional Director raised limited objections, which were answered by the petitioners through undertakings and clarifications on tax scrutiny, employee position, compliance with RBI and FEMA requirements, and protection of shareholders' rights. The Official Liquidator reported that the affairs of the transferor companies had been conducted properly and that they could be dissolved without winding up. On the record, the scheme was found to be fair and reasonable and not violative of any law or public policy, and the necessary statutory compliances were held to have been fulfilled.

Conclusion: The scheme was sanctioned and the petitions were made absolute.

Final Conclusion: The amalgamation was approved, the transferor companies were permitted to stand dissolved without winding up, and consequential filings, stamping, and regulatory compliances were directed.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where it is fair, reasonable, and legally compliant, the objections are satisfactorily met, and the affairs of the transferor companies are found to have been properly conducted.

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