Amalgamation scheme sanctioned after compliance, fair treatment of objections, and acceptance of the appointed date

The scheme of amalgamation was sanctioned after the Tribunal found that the companies had completed the required corporate and statutory compliances, issued the necessary notices, and satisfactorily answered the Regional Director's objections through undertakings and clarifications. The Official Liquidator reported that the transferor companies' affairs had been conducted properly, and the scheme was held fair, reasonable, and not contrary to law or public policy. The appointed date fixed under the scheme was accepted, and the transferor companies were directed to stand dissolved without winding up.

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Issues: Whether the Scheme of Amalgamation deserved sanction, including acceptance of the appointed date and consequential dissolution of the transferor companies without winding up.

Analysis: The Petitioner Companies established that all necessary corporate and statutory compliances had been completed, the requisite notices had been served, and the objections raised in the Regional Director's report stood satisfactorily answered by undertakings and clarifications. The Official Liquidator's report found the affairs of the transferor companies to have been conducted properly. The Scheme was found to be fair and reasonable, not contrary to law or public policy, and the fixed appointed date was accepted in the scheme framework. The Tribunal accordingly treated the statutory requirements under the Companies Act, 2013 as fulfilled and accepted the proposed accounting and creditor-protection undertakings.

Conclusion: The Scheme of Amalgamation was sanctioned, the appointed date of 1 April 2019 was accepted, and the transferor companies were ordered to stand dissolved without winding up.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where the statutory procedure is complied with, the scheme is found fair and reasonable, and the objections of regulatory authorities are satisfactorily addressed by binding undertakings and disclosures.

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