Amalgamation sanction granted after statutory approvals and cured objections left no legal impediment to approval.

A scheme of amalgamation was sanctioned because the petitioner companies had obtained the requisite board and creditor approvals, the Official Liquidator reported no prejudice to members or the public, and the Regional Director's objections were cured by subsequent filings. With no surviving legal impediment, the scheme was approved, the transferor company stood dissolved without winding up, and the petitioner companies were required to comply with the scheme and statutory obligations, including payment of costs.

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Issues: Whether the Scheme of Amalgamation deserved sanction under the Companies Act, 1956 in view of the approvals obtained, the reports of the Official Liquidator and Regional Director, and the objections raised.

Analysis: The petitioner companies had secured the requisite approvals from their boards and from the unsecured creditors of the transferee company. The Official Liquidator reported that no complaint had been received and that the affairs of the companies did not appear prejudicial to members or the public. The Regional Director's objections regarding non-compliance with corporate filing requirements were met by subsequent filings, after which no surviving objection remained. In these circumstances, no legal impediment remained to grant sanction to the scheme.

Conclusion: The Scheme of Amalgamation was sanctioned in favour of the petitioner companies.

Final Conclusion: The amalgamation was approved, the transferor company stood dissolved without winding up, and the petitioner companies were directed to comply with the scheme and statutory requirements, including payment of costs.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where the statutory approvals are in place, objections from the Official Liquidator and Regional Director stand satisfied, and no public or member prejudice is shown.

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