Scheme of amalgamation sanctioned after statutory compliance, objections answered, and fairness to members and public interest confirmed.

Compliance with the procedural requirements under the Companies Act, 2013, combined with satisfactory responses to objections from the Regional Directors and objectors, justified sanction of the composite scheme of amalgamation. The petitioners had addressed issues on accounting treatment, authorised share capital, tax, stamp duty, foreign exchange compliance, stock exchange observations, and complaints through undertakings and clarifications accepted on record. The Official Liquidators reported no prejudice to members or the public, and the scheme was found to have a sound commercial basis, be fair and reasonable, and not contrary to law or public policy. The objections and connected complaints were therefore rejected.

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Issues: Whether the composite scheme of amalgamation should be sanctioned after satisfaction of the statutory requirements and disposal of the objections raised by the Regional Directors and objectors.

Analysis: The petitioners established compliance with the procedural requirements under the Companies Act, 2013, including convening or dispensing with meetings as directed, service of notices to authorities, filing of reports, and disclosure of the appointed date. The Regional Directors' concerns regarding accounting treatment, authorized share capital, tax compliance, stamp duty, foreign exchange compliance, stock exchange observations, and complaints were answered by undertakings and clarifications which were accepted. The reports of the Official Liquidators did not reveal any prejudice to the interests of members or the public. The scheme was found to have a sound commercial basis, to be fair and reasonable, and not contrary to law or public policy. The pending objections of individual complainants were held not to survive in view of the legal position and the responses placed on record.

Conclusion: The scheme of amalgamation was sanctioned, and the objections and connected complaints were rejected.

Ratio Decidendi: A scheme of amalgamation may be sanctioned when statutory procedure is complied with, objections are satisfactorily answered, and the scheme is found to be fair, reasonable, and not prejudicial to members, creditors, or public interest.

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