Amalgamation scheme sanctioned after unanimous stakeholder approval, compliance with tribunal directions, and no prejudice found by the official liquidator.

A scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013 was sanctioned because the relevant shareholders, debenture holders and creditors had given unanimous approval, the compliance affidavit showed publication and service on the regulatory authorities, and the Tribunal's directions had been complied with. The Regional Director's objection concerning notice filing on the MCA portal under Section 230(8) was addressed by the applicant through explanation of the scheme structure and existing approvals. The Official Liquidator reported no complaint and found no material indicating prejudice to members, creditors or public interest, and the auditor-certified accounting treatment presented no impediment to sanction.

---

---

Issues: Whether the scheme of amalgamation should be sanctioned under Sections 230 to 232 of the Companies Act, 2013 in view of the approvals obtained from stakeholders and the reports of the Regional Director and Official Liquidator.

Analysis: The scheme was supported by unanimous approval of the relevant shareholders, debenture holders and creditors. The compliance affidavit showed publication, service on regulatory authorities and adherence to the directions of the Tribunal. The Regional Director raised an objection regarding filing of notice on the MCA portal under Section 230(8), but the applicant explained the scheme structure and the approvals already obtained. The Official Liquidator reported no complaint and found no material suggesting that the affairs of the companies had been conducted in a manner prejudicial to members, creditors or public interest. The Tribunal also noted the accounting treatment certified by the statutory auditors and found no impediment to grant of sanction.

Conclusion: The scheme of amalgamation was sanctioned under Sections 230 to 232 of the Companies Act, 2013 and the petition was allowed.

---