Merger by absorption sanctioned where shareholder and creditor approvals, fair terms, and regulatory undertakings satisfied statutory requirements.

A proposed scheme of merger by absorption under the Companies Act, 2013 was examined against the statutory conditions for sanction. The arrangement was supported by shareholder and creditor approvals, no objection was raised before the Tribunal, and the record indicated that the scheme was fair, reasonable, and not contrary to law or public policy. The petitioners also gave undertakings on payment of additional fees for enhanced authorised capital, compliance with FEMA and RBI requirements, and filing for registration as a Core Investment Company. Auditors' certificates supported the accounting treatment. The scheme was sanctioned, the transferor companies stood dissolved without winding up, and transfer of assets, liabilities, proceedings, employees, and related filings was directed subject to compliance with the stated requirements.

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Issues: Whether the proposed scheme of merger by absorption deserved sanction under Sections 230 to 232 of the Companies Act, 2013, and whether the petitioners were required to comply with the stated statutory conditions.

Analysis: The scheme had been approved by the concerned shareholders and creditors, no objection was raised before the Tribunal, and the record showed that the arrangement was fair, reasonable, and not contrary to law or public policy. The Tribunal also took note of the Regional Director's observations and the petitioners' undertakings regarding payment of additional fees on enhanced authorised capital, compliance with FEMA and RBI requirements, and application for registration as a Core Investment Company. The accounting treatment was supported by the auditors' certificates as being in conformity with the prescribed accounting standards.

Conclusion: The scheme was sanctioned, the transferor companies stood dissolved without winding up, and the transfer of assets, liabilities, proceedings, employees, and related filings was directed subject to compliance with the specified statutory requirements.

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