Amalgamation scheme sanctioned after compliance, clarified objections, and Tribunal finding that the arrangement was fair and lawful.

A scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013 was sanctioned after the petitioning companies complied with the Tribunal's directions and filed the required affidavits and undertakings. The Regional Director's concerns on accounting treatment, the appointed date, circular compliance, fee set-off, and creditor protection were addressed through clarifications accepted by the Tribunal. The Official Liquidator reported that the transferor company's affairs had been properly conducted. On the record, the scheme was found fair, reasonable, not contrary to law or public policy, and the transferor company was directed to stand dissolved without winding up.

---

---

Issues: Whether the proposed scheme of amalgamation between the transferor company and the transferee company should be sanctioned under Sections 230 to 232 of the Companies Act, 2013 despite the Regional Director's observations and the Official Liquidator's report.

Analysis: The petitioning companies established compliance with the Tribunal's directions and filed the requisite affidavits and undertakings. The Regional Director's concerns relating to accounting treatment, the appointed date, compliance with the applicable circular, the set-off of fees under Section 232(3)(i), and protection of creditors were answered by the petitioners through clarifications and undertakings, which were accepted. The Official Liquidator reported that the affairs of the transferor company had been conducted properly. On the record, the scheme was found to be fair and reasonable, not violative of law, and not contrary to public policy.

Conclusion: The scheme of amalgamation was sanctioned and the transferor company was directed to stand dissolved without being wound up.

Final Conclusion: The amalgamation became binding on the companies and all stakeholders, and the petition was allowed with consequential directions for implementation.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where statutory compliances are fulfilled, objections are satisfactorily answered by undertakings and clarifications, and the scheme is found to be fair, reasonable, and not contrary to law or public policy.

---