Scheme of amalgamation sanctioned after compliance, approvals and no surviving objections; assets, liabilities and employees transfer to transferee company.

The scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013 was sanctioned because the petitioner companies' members and creditors approved it, the public authorities raised no surviving substantive objection, and the Tribunal was satisfied that publication, service, filing requirements and the undertakings given on objections had been complied with. The auditors' certificates also confirmed that the accounting treatment conformed to Section 133 of the Companies Act, 2013. As a result, the Tribunal recorded the usual legal consequences of amalgamation, including transfer of assets, liabilities, proceedings and employees to the transferee company, and allowed the petition.

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Issues: Whether the proposed scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013 deserved sanction, and what would be the consequential legal effect of such sanction.

Analysis: The members and creditors of the petitioner companies had approved the scheme, and the Regional Director, Official Liquidator and Income Tax Department did not raise any substantive objection that survived consideration. The Tribunal noted compliance with directions regarding publication, service of notices and filing of forms, and accepted the undertakings furnished by the petitioners on the objections pointed out. The auditors' certificates showed conformity of the accounting treatment with Section 133 of the Companies Act, 2013. In these circumstances, the Tribunal found no impediment to approval of the scheme and proceeded to record the legal consequences ordinarily flowing from amalgamation, including transfer of assets, liabilities, proceedings and employees to the transferee company.

Conclusion: The scheme of amalgamation was sanctioned, and the petition was allowed.

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