Composite amalgamation scheme sanctioned where statutory requirements were met and no valid objection remained from regulatory or liquidation authorities.

A composite scheme of arrangement and amalgamation may be sanctioned where the statutory requirements are satisfied, prior directions on meetings, publication, and service of notice are complied with, and no valid objection is raised by the Regional Director or Official Liquidator. On the record, the scheme was found genuine, bona fide, and ? no, English only. It was treated as being in the interest of shareholders and creditors, and the objections of the Official Liquidator were stated to have been complied with. The scheme was therefore sanctioned and made binding on the companies concerned, their shareholders, creditors, and all persons concerned under the scheme.

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Issues: Whether the composite scheme of arrangement and amalgamation deserved sanction under the Companies Act, 2013.

Analysis: The petition was supported by compliance with the earlier directions regarding meetings, publication, and service of notice on the statutory authorities. The representations filed by the Regional Director and the Official Liquidator did not disclose any objection going to the validity or fairness of the scheme. The objections of the Official Liquidator were stated to have been complied with. On consideration of the scheme and the record, the requirements of Sections 230 and 232 of the Companies Act, 2013 were found to be satisfied, and the scheme was treated as genuine, bona fide, and in the interest of the shareholders and creditors.

Conclusion: The scheme of amalgamation was sanctioned and was declared binding on the companies concerned, their shareholders, creditors, and all persons concerned under the scheme.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where the statutory requirements are met, the procedural directions are complied with, and no valid objection remains from the regulatory or liquidation authorities.

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