Scheme of amalgamation sanctioned after stakeholder approvals and compliance undertakings satisfied the statutory requirements under company law.

A scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013 was sanctioned where the requisite shareholder and creditor approvals were obtained, notices were duly served and published, and reports from the Regional Director, Registrar of Companies and Official Liquidator disclosed compliance. The objections raised were addressed through undertakings on differential fees, corporate filings, preservation of books and records, and continued observance of applicable law. On that basis, the statutory requirements for sanction were treated as satisfied and the scheme was made binding on the companies, their shareholders and all concerned persons.

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Issues: Whether the proposed scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013 could be sanctioned.

Analysis: The petition was supported by the requisite shareholder and creditor approvals, service of notices on the concerned statutory authorities, publication of notice, and compliance reports from the Regional Director, Registrar of Companies and Official Liquidator. The objections raised were addressed by undertakings and confirmations regarding payment of any differential fees, compliance with corporate filing requirements, preservation of books and records, and continued observance of applicable laws. On the record produced, the statutory requirements for sanction of the scheme were found to have been satisfied.

Conclusion: The scheme of amalgamation was sanctioned and made binding on the petitioner companies, their shareholders and all persons concerned.

Ratio Decidendi: A scheme of amalgamation may be sanctioned when the statutory requirements under Sections 230 and 232 of the Companies Act, 2013 are satisfied, stakeholder approvals are obtained, and the regulatory objections are adequately met by compliance or undertakings.

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