Scheme of Amalgamation sanctioned where statutory compliance, lack of stakeholder objections and regulatory concerns are addressed.

Composite scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956 was sanctioned where petitioners demonstrated board and procedural approvals, affidavits of compliance, absence of oppositions, resolution of jurisdictional concern by producing sanction from the other registry and an undertaking on amendment powers, and the Official Liquidator reported proper conduct of transferor companies; the scheme was held not prejudicial to shareholders or public policy and the company scheme petition was made absolute in terms of the prayer.

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Issues: Whether the Composite Scheme of Amalgamation among the transferor companies and the transferee company should be sanctioned under Section 391 to 394 of the Companies Act, 1956.

Analysis: The petition record shows board and procedural approvals by the petitioner companies and filing of affidavits of compliance. The Regional Director raised two concerns: (a) requirement of similar sanction by the High Court of Madras because the transferee's registered office lies within its jurisdiction, and (b) clause empowering post-sanction amendments by boards subject to further court approval. The petitioners produced the Madras High Court sanction order dated March 28, 2014 addressing the jurisdictional concern and provided an undertaking that any amendment powers would be exercised only with the High Court's approval. The Official Liquidator reported that the affairs of the transferor companies were conducted properly and that they may be dissolved. No objector opposed the scheme and the material on record indicates the scheme is not prejudicial to shareholders or the public and does not contravene law or public policy. All requisite statutory compliances have been shown to be fulfilled.

Conclusion: The Composite Scheme of Amalgamation is sanctioned under Section 391 to 394 of the Companies Act, 1956 and the Company Scheme Petition is made absolute in terms of the prayer.

Ratio Decidendi: A court may sanction a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956 where statutory compliances are satisfied, no substantive objections from stakeholders exist, regulatory concerns are addressed, and the scheme is not prejudicial to shareholders or public policy.

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