Scheme of amalgamation sanctioned after statutory compliances were met, objections addressed, and dissolution without winding up ordered.

The proposed scheme of amalgamation by merger by absorption under the Companies Act, 2013 was sanctioned after the Tribunal found that the requisite corporate approvals had been obtained and no objections were pressed. The Regional Director's concerns were addressed through undertakings covering compliance with accounting standards, disclosure of the appointed date, service of notices to affected authorities, statutory requirements on share capital and name change, and filing with the RBI where necessary. Relying also on the Official Liquidator's report that the transferor company's affairs had been properly conducted, the Tribunal found the scheme fair, reasonable, lawful, and not contrary to public policy or public interest. The appointed date was accepted as 1 April 2019 and the transferor company was ordered dissolved without winding up.

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Issues: Whether the proposed scheme of amalgamation by merger by absorption deserved sanction under Sections 230 to 232 of the Companies Act, 2013, in light of the statutory compliances, the appointed date, and the objections raised in the report of the Regional Director.

Analysis: The scheme was approved by the requisite corporate bodies and no objector opposed it. The Regional Director's observations were met by undertakings from the petitioner companies, including compliance with accounting standards, disclosure of the appointed date, service of notices to affected authorities, compliance with statutory requirements relating to share capital and change of name, and filing of the order with the Reserve Bank of India where necessary. The Tribunal also noted the Official Liquidator's report that the affairs of the transferor company had been conducted properly and that dissolution without winding up was appropriate. On the material placed, the scheme was found to be fair, reasonable, lawful, and not contrary to public policy or public interest.

Conclusion: The scheme of amalgamation was sanctioned, the appointed date was accepted as 1 April 2019, and the transferor company was ordered to be dissolved without winding up.

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