Amalgamation scheme sanctioned where stakeholder approvals were secured and RBI compliance undertakings satisfied statutory objections.

A scheme of amalgamation under the Companies Act was sanctioned because the requisite stakeholder approvals had been obtained, notice was duly issued and published, and no substantive objection remained. The Official Liquidator reported no complaint and no indication that the transferor company's affairs were conducted in a manner prejudicial to members or public interest. The Regional Director raised no objection, subject to compliance with the RBI framework governing payments banks and transfer of the PPI business, and the company's undertaking to comply with those requirements was accepted. The transferor company was therefore to stand dissolved without winding up, subject to recorded legal compliance directions.

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Issues: Whether the proposed scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956 deserved sanction in light of the approvals obtained and the objections, if any, raised by the Official Liquidator and the Regional Director.

Analysis: The scheme had been approved by the requisite stakeholders, and notice had been duly issued and published. The Official Liquidator reported that no complaint had been received and that the affairs of the transferor company did not appear to have been conducted in a manner prejudicial to members or public interest under the statutory requirement governing amalgamation. The Regional Director also raised no objection, subject to compliance with the RBI framework governing payments banks and transfer of the PPI business. The undertaking given on behalf of the transferor company to comply with the RBI regulations was accepted, thereby satisfying the concerns raised by the statutory authorities. No objection from any other interested party having been received, there was no impediment to sanction.

Conclusion: The scheme of amalgamation was sanctioned, and upon the effective date the transferor company was to stand dissolved without winding up, subject to compliance with the legal requirements and directions recorded in the order.

Ratio Decidendi: Where the statutory stakeholders raise no substantive objection and the company undertakes compliance with the applicable regulatory framework, a scheme of amalgamation may be sanctioned under the Companies Act.

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