Scheme of amalgamation sanctioned after class approvals, regulatory compliance, and no prejudice to shareholders, creditors, or public interest.

A scheme of amalgamation under the Companies Act, 2013 was found fit for sanction because the required approvals of shareholders, secured creditors, unsecured creditors, preference shareholders, and the listed transferee company were obtained, and no substantive objection was maintained by the authorities. Concerns about authorised capital, regulatory compliance, foreign shareholding, accounting treatment, and preservation of records were addressed through undertakings, confirmations, and an auditor's certificate showing compliance with applicable accounting standards. The arrangement was held not prejudicial to shareholders, creditors, or public interest, and the scheme was sanctioned and made binding on the companies and all concerned parties.

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Issues: Whether the proposed scheme of amalgamation satisfied the statutory requirements for sanction and was fit to be approved.

Analysis: The petition concerned a scheme of arrangement in the nature of amalgamation under the Companies Act, 2013. The requisite approvals of shareholders, secured creditors, unsecured creditors, and preference shareholders were obtained, and the listed transferee company also secured the necessary stock exchange observations and shareholder approval process. The statutory authorities raised no objection of substance, and the objections relating to authorised capital, fees, SEBI compliance, foreign shareholding, accounting treatment, and preservation of records were addressed by undertakings and confirmations on record. The accounting treatment was supported by the auditor's certificate and was stated to comply with the applicable accounting standards. The arrangement was found not to be prejudicial to shareholders, creditors, or public interest.

Conclusion: The scheme satisfied the requirements for sanction and was approved.

Final Conclusion: The amalgamation scheme was sanctioned and made binding on the petitioner companies and all concerned parties.

Ratio Decidendi: A scheme of amalgamation may be sanctioned when the statutory procedure is complied with, the requisite class approvals are obtained, and the arrangement is not contrary to the interests of shareholders, creditors, or public interest.

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