Scheme of amalgamation sanctioned after statutory compliance, no adverse liquidator objection, and regional director concerns were addressed.

A scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956 was sanctioned after the statutory procedure was found to be complied with and the objections raised by the Regional Director were satisfactorily answered by affidavit evidence. The Official Liquidator reported no prejudice to members or public interest, and the Court noted that no proceedings under Sections 235 to 251 were pending against the companies. As a result, the transferor company's assets and liabilities vested in the transferee company, the transferor company stood dissolved without winding up, and the scheme became binding on the companies, shareholders, creditors, and all concerned.

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Issues: Whether the Scheme of Amalgamation deserved sanction under the Companies Act, 1956 in view of the reports of the Official Liquidator and the Regional Director and the objections raised regarding company secretary compliance, registered office maintenance, and accounting standards.

Analysis: The petition was examined under Sections 391 to 394 of the Companies Act, 1956 and Rule 9 of the Companies (Court) Rules, 1959. The Official Liquidator reported no prejudice to the members or public interest. The Regional Director's objections concerning the alleged absence of a whole-time company secretary, maintenance of the registered office, and compliance with Accounting Standard 14 were answered by affidavits filed on behalf of the companies, including the explanation that the compliance issues had been addressed and that any remaining non-compliance would be dealt with in accordance with law. The Court also noted that no proceedings under Sections 235 to 251 of the Act were pending against the companies.

Conclusion: The Scheme of Amalgamation was sanctioned. All assets and liabilities of the transferor company stood vested in the transferee company, and the transferor company stood dissolved without being wound up. The scheme was made binding on the companies, their shareholders, creditors, and all concerned.

Ratio Decidendi: A scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956 may be sanctioned when the statutory procedure is complied with, the Official Liquidator raises no adverse objection, and the objections of the Regional Director are satisfactorily met.

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