Amalgamation scheme sanction granted after statutory compliance and objections were addressed; transferor company ordered dissolved without winding up.

A scheme of amalgamation was sanctioned where the petitioners complied with the Companies Act, 2013 and the Tribunal's directions, and the objections raised on accounting treatment, appointed date, notices, capital reduction, tax compliance and RERA concerns were satisfactorily addressed. The Official Liquidator reported that the transferor company's affairs had been properly conducted, and the Tribunal found the scheme fair, reasonable and not contrary to law or public policy. The appointed date was approved as 1 April 2019, the transferor company was directed to stand dissolved without winding up, and consequential directions were issued for publication, stamping and filing with the Registrar of Companies.

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Issues: Whether the proposed scheme of amalgamation deserved sanction, and whether the appointed date of the scheme and consequential dissolution of the transferor company could be approved.

Analysis: The petitioners established compliance with the procedural requirements under the Companies Act, 2013 and the directions issued by the Tribunal. The Regional Director raised objections on certain matters, including accounting treatment, appointed date, notices to authorities, capital reduction, tax compliance and RERA-related concerns, but these were answered by the petitioners through a rejoinder and the objections were accepted as sufficiently met. The Official Liquidator reported that the affairs of the transferor company had been conducted properly. On the material placed before it, the scheme was found to be fair and reasonable and not contrary to law or public policy.

Conclusion: The scheme of amalgamation was sanctioned, the appointed date was approved as 1 April 2019, and the transferor company was directed to stand dissolved without winding up.

Final Conclusion: The amalgamation was approved with consequential directions for publication, stamping and filing with the Registrar of Companies.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where the statutory requirements are complied with, objections are duly addressed, and the scheme is found to be fair, reasonable and not contrary to law or public policy.

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