Amalgamation scheme sanction under Companies Act upheld where procedural compliance was met and separate compliance default was kept independent.

A scheme of amalgamation under sections 230 to 232 of the Companies Act, 2013 may be sanctioned where board approvals are in place, procedural requirements are completed, stakeholder and regulatory reports disclose no substantive objection, and the scheme is found fair, reasonable, and not prejudicial to members or creditors. On that basis, the Tribunal sanctioned the amalgamation with effect from the appointed date. A separate admitted default relating to non-appointment of a whole-time company secretary was treated as an independent compliance matter and directed to be dealt with separately without affecting approval of the scheme.

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Issues: (i) whether the proposed scheme of amalgamation satisfied the requirements for sanction under sections 230 to 232 of the Companies Act, 2013 and could be approved; (ii) whether the transferee company's admitted non-appointment of a whole-time company secretary for the specified period required separate compliance and adjudication.

Issue (i): whether the proposed scheme of amalgamation satisfied the requirements for sanction under sections 230 to 232 of the Companies Act, 2013 and could be approved.

Analysis: The scheme was supported by board approvals of both companies, the requisite procedural steps under section 232 were completed, and the reports of the Regional Director, Registrar of Companies, and Official Liquidator did not disclose any substantive impediment to approval. The materials on record showed that the scheme was fair, reasonable, not prejudicial to members or creditors, and would facilitate consolidation, simplification of structure, operational efficiency, and reduction of costs. The Tribunal also noted the accounting treatment and the absence of any valid objection from stakeholders or sectoral authorities that would bar sanction.

Conclusion: The scheme of amalgamation was sanctioned, with effect from the appointed date, in favour of the petitioner-companies.

Issue (ii): whether the transferee company's admitted non-appointment of a whole-time company secretary for the specified period required separate compliance and adjudication.

Analysis: The record disclosed a violation relating to non-appointment of a whole-time company secretary for the stated period. That lapse was treated as a distinct compliance issue not affecting the sanction of the scheme, and the company was directed to pursue separate adjudication in respect of that default after approval of the scheme.

Conclusion: The compliance lapse was kept separate for adjudication and did not prevent sanction of the scheme.

Final Conclusion: The amalgamation was approved and the petition was finally disposed of, while ancillary statutory compliance issues were left to be dealt with independently in accordance with law.

Ratio Decidendi: A scheme of amalgamation complying with the statutory procedure under sections 230 to 232 of the Companies Act, 2013 may be sanctioned where it is found to be fair, reasonable, and not prejudicial to members, creditors, or public interest, and collateral compliance defaults may be separated for independent action without defeating the scheme.

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