Scheme of Arrangement sanctioned after compliance with Companies Act requirements, fairness review, and no tenable stakeholder objections.

A Scheme of Arrangement between the demerged company and the resulting company was sanctioned after the Tribunal found compliance with Sections 230 to 232 of the Companies Act, 2013. The approval was supported by board consent, reports of the Regional Director and Official Liquidator, replies and undertakings from the petitioner companies, and the absence of tenable objections from stakeholders or statutory authorities. The Tribunal held the Scheme to be fair and reasonable, not contrary to public policy, and not in violation of any legal provision, while directing continued compliance with the undertakings and preservation of books and records.

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Issues: Whether the Scheme of Arrangement between the demerged company and the resulting company should be sanctioned under the Companies Act, 2013.

Analysis: The Scheme was examined in the light of the reports filed by the Regional Director and the Official Liquidator, the replies and undertakings furnished by the petitioner companies, and the record showing approval by the board and absence of tenable objections from the stakeholders and statutory authorities. The Tribunal found that the Scheme was fair and reasonable, not contrary to public policy, and not violative of any legal provision. It also recorded that the statutory requirements under Sections 230 to 232 of the Companies Act, 2013 had been complied with, and directed continued compliance with the undertakings, preservation of books and records, and other consequential obligations.

Conclusion: The Scheme of Arrangement was sanctioned.

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