Scheme of amalgamation sanctioned after compliance undertakings addressed regulatory objections and cross-bench approval requirements.

A scheme of amalgamation was approved after the petitioner addressed the Regional Director's observations through board approvals, affidavits and undertakings covering accounting treatment, appointed date, creditor notices, consistency of scheme documents, statutory notices, authorised capital fee set-off, income-tax, stamp duty, FEMA/RBI compliance and inter-bench coordination. The Regional Director raised no objection after the explanations were accepted. On the record, the scheme was found fair, reasonable, compliant with law and not contrary to public policy, and sanction was granted subject to approval by the NCLT, Chennai Bench, with the appointed date fixed as 1 April 2020.

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Issues: Whether the scheme of amalgamation deserved sanction under the Companies Act, 2013 in view of the Regional Director's observations and the compliance/undertakings furnished by the petitioner company.

Analysis: The petition was supported by board approvals, compliance affidavits, and undertakings addressing the Regional Director's observations on accounting treatment, appointed date, creditor notices, consistency of the scheme documents, statutory notices to concerned authorities, fee set-off on authorised capital, income-tax compliance, stamp duty, FEMA/RBI compliance, and jurisdictional coordination with the Chennai Bench. The Regional Director accepted the explanations and raised no objection. On the record, the scheme was found to be fair, reasonable, not violative of law, and not contrary to public policy. The tribunal also recorded that the statutory requirements had been fulfilled and that the scheme was to operate subject to sanction by the Chennai Bench.

Conclusion: The scheme was sanctioned and the company scheme petition was allowed, with the appointed date fixed as 1 April 2020 and subject to sanction by the National Company Law Tribunal, Chennai Bench.

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