Material non-disclosure in an amalgamation scheme can justify amendment of the asset schedule and penalty notice.

In an approved amalgamation scheme, inclusion of disputed property in the asset schedule must be accompanied by full disclosure of pending title litigation. Where the applicant omits material facts about civil proceedings affecting title and possession, the disclosure obligation under section 230(2) is engaged, and corrective directions to amend the schedule are within the tribunal's limited scheme jurisdiction. A consequential notice on penalty may also be issued on that basis. The challenge to the directions was rejected, and the relief sought by the appellant failed.

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Issues: Whether the direction to amend the approved amalgamation scheme by removing New Mill factory estate from the schedule of property and the consequential show-cause on penalty were liable to be interfered with.

Analysis: The scheme of amalgamation had been sanctioned under the Companies Act, 2013, and the schedule of assets attached to the approved scheme included the disputed North Mill/New Mill estate. The record showed that title and possession over the property were already the subject of pending civil proceedings, and the appellant had not disclosed those material facts when seeking approval of the scheme. In those circumstances, the omission attracted the disclosure obligation under section 230(2), and the tribunal below acted within its limited jurisdiction in directing amendment of the schedule and issuing notice regarding penalty.

Conclusion: The challenge to the impugned directions failed and the relief sought by the appellant was rejected.

Ratio Decidendi: Where a property included in an approved amalgamation scheme is already under pending title litigation, material non-disclosure of that dispute justifies corrective directions under the company law scheme jurisdiction.

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