Scheme of amalgamation sanctioned after accounting, capital reduction and statutory compliance objections were addressed.

A merger by absorption scheme was sanctioned after the petitioning companies showed approval by the requisite corporate bodies and service of notices on the concerned authorities. The Regional Director's objections on accounting treatment, appointed date, notices, reduction of share capital and statutory compliance were addressed through clarifications and undertakings, which the Tribunal accepted. The scheme disclosed the appointed date, provided for accounting in accordance with applicable standards, and treated reduction of share capital as an integral part of the arrangement. The Official Liquidator reported no conduct prejudicial to members or the public interest. The scheme was sanctioned, with the amalgamation to take effect on filing with the Registrar of Companies.

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Issues: Whether the scheme of amalgamation and arrangement involving merger by absorption should be sanctioned, including the objections raised by the Regional Director regarding accounting treatment, appointed date, notices to authorities, reduction of share capital, and compliance with statutory requirements.

Analysis: The petitioning companies established that the scheme had been approved by the requisite corporate bodies and that notices were served on the concerned authorities. The clarifications and undertakings given in response to the Regional Director's observations were accepted. The Tribunal recorded that the scheme disclosed the appointed date, that the accounting treatment would follow the applicable accounting standards, that the reduction in share capital formed an integral part of the scheme, and that the requisite statutory compliances stood fulfilled. The Official Liquidator also reported that the affairs of the companies were not being conducted in a manner prejudicial to members or the public interest.

Conclusion: The scheme was sanctioned and the petition was allowed.

Final Conclusion: The amalgamation became binding in accordance with the sanctioned scheme, with the appointed date fixed as 1 April 2020 and the scheme to take effect upon filing with the Registrar of Companies.

Ratio Decidendi: Where the statutory requirements for a scheme under the Companies Act, 2013 are satisfied and no surviving public interest or shareholder objection remains, the Tribunal may sanction the scheme and accept integral incidental provisions such as accounting treatment and reduction of share capital within the scheme itself.

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