Composite amalgamation scheme sanctioned after statutory compliances were met and objections were satisfactorily addressed.

A composite scheme of amalgamation and arrangement involving demerger of specified undertakings and merger of the transferor company into the transferee company was sanctioned because the statutory requirements under the Companies Act, 2013 were complied with. The Tribunal noted that objections from the Regional Director were answered through affidavits and undertakings covering accounting standards, appointed date requirements, notice to authorities, stock exchange no-objection, and income-tax compliance. In the absence of opposition from shareholders or creditors, and with no material impediment reported by the Official Liquidator or Regional Director, the scheme was found fair, reasonable, and not contrary to law or public policy, and was approved.

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Issues: Whether the composite scheme of amalgamation and arrangement was fair, reasonable, and compliant with the Companies Act, 2013 so as to merit sanction.

Analysis: The scheme contemplated demerger of specified undertakings and amalgamation of the transferor company into the transferee company, with allied listed and unlisted entities being reorganised as part of a composite corporate restructuring. The objections raised by the Regional Director and the supplementary report were addressed by the petitioners through affidavits and undertakings, including compliance with accounting standards, appointed date requirements, notice to concerned authorities, stock exchange NOCs, and income-tax compliance. The reports of the Official Liquidator and the Regional Director did not disclose any material impediment, and no shareholder or creditor opposed the petition. On the material placed, the Tribunal found the scheme to be fair and reasonable and not violative of law or public policy.

Conclusion: The scheme was sanctioned and the petition was allowed in terms of the prayer clauses granted by the Tribunal.

Ratio Decidendi: A composite scheme under Sections 230 to 232 of the Companies Act, 2013 may be sanctioned where the statutory compliances are satisfied, objections are duly answered, and the scheme is found to be fair, reasonable, and not contrary to law or public policy.

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