Amalgamation scheme sanctioned after stakeholder approval and no objection from the Official Liquidator or Regional Director.

A scheme of amalgamation was sanctioned where the statutory requirements for compromise and amalgamation were met, the equity shareholders and unsecured creditors had approved the scheme, there were no secured creditors, and the Official Liquidator and Regional Director raised no objection. The Court found no opposition from any other interested person and no legal impediment to approval. On the scheme becoming effective from the appointed date, the transferor company would stand dissolved without undergoing winding up.

---

---

Issues: Whether sanction should be granted to the proposed scheme of amalgamation between the petitioner companies.

Analysis: The scheme was placed before the Court under the provisions governing amalgamation and compromise arrangements. The equity shareholders and unsecured creditors had already approved the scheme, there were no secured creditors, and the Official Liquidator and Regional Director raised no objection. The record also showed no objection from any other interested person, and the Court found no impediment to grant of sanction.

Conclusion: Sanction to the proposed scheme of amalgamation was granted. Upon the scheme becoming effective from the appointed date, the transferor company would stand dissolved without undergoing winding up.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where the statutory requirements are satisfied, the requisite stakeholders have approved it, and the Official Liquidator and Regional Director raise no objection.

---