Amalgamation scheme sanctioned after statutory objections were cured and assets, liabilities, and proceedings vested in the transferee company.

A scheme of amalgamation under sections 230 to 232 of the Companies Act, 2013 was sanctioned after shareholder and creditor approvals were obtained and the statutory objections were cured. The Tribunal noted that the Official Liquidator found no prejudice to members or public interest, and the petitioners addressed concerns on fractional shares, accounting treatment, authorised capital fee, the transferor companies' status, revised financial statements, and the income-tax demand on the transferee company. With no surviving impediment, the scheme became binding, the transferor companies' properties, liabilities and pending proceedings stood vested in the transferee company, and the transferor companies were dissolved without winding up.

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Issues: Whether the scheme of amalgamation of the transferor companies with the transferee company should be sanctioned under the Companies Act, 2013 after the objections raised by the Regional Director and the Income-tax Department were addressed.

Analysis: The petition sought sanction of an amalgamation scheme under sections 230 to 232 of the Companies Act, 2013. The Tribunal noted that the shareholders and creditors had approved the scheme, the Official Liquidator reported no prejudice to members or public interest, and the petitioners filed supplementary affidavits curing the objections regarding fractional share entitlement, accounting treatment, payment of fee on authorized capital, status of the transferor companies, revised financial statements, and the income-tax demand on the transferee company. The objections were thus treated as having been suitably answered or complied with, and no surviving impediment to sanction remained.

Conclusion: The scheme of amalgamation was sanctioned, the properties, liabilities, and pending proceedings of the transferor companies stood transferred to the transferee company, and the transferor companies were ordered to be dissolved without winding up.

Final Conclusion: The amalgamation was approved in law and made binding on the companies concerned, with consequential vesting of assets and liabilities in the transferee company and dissolution of the transferor companies without winding up.

Ratio Decidendi: A scheme of amalgamation may be sanctioned when the statutory requirements under sections 230 to 232 of the Companies Act, 2013 are met, shareholder and creditor approvals are obtained, and the objections of statutory authorities are addressed so that the scheme is not prejudicial to members or public interest.

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