Amalgamation scheme sanctioned where statutory objections were resolved and the arrangement was found fair, lawful, and in public interest.

A scheme of amalgamation may be sanctioned under the Companies Act, 2013 where corporate approvals are in place, no sustainable objection survives, and statutory concerns are addressed through clarifications and undertakings. Here, the Tribunal accepted the petitioner companies' responses to the Regional Director's objections on accounting treatment, notices, appointed and effective dates, reserve treatment, foreign shareholding, stock exchange intimation, tax matters, and pending complaints. It found the scheme fair, reasonable, lawful, and not contrary to public interest, and recorded that the transferor company's liabilities and pending proceedings would stand transferred to the transferee company under the scheme.

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Issues: Whether the Scheme of Amalgamation of the transferor company with the transferee company should be sanctioned under the Companies Act, 2013, and whether the statutory and regulatory objections raised by the Regional Director and other authorities were satisfactorily addressed.

Analysis: The Scheme was supported by the requisite corporate approvals, no objector opposed it, and the official liquidator reported that the affairs of the transferor company had not been conducted prejudicially to members or public interest. The Regional Director's observations concerning accounting treatment, notices to authorities, the appointed date and effective date, fee set-off, reserve treatment, foreign shareholding, stock exchange intimation, income-tax proceedings, and pending complaints were met by clarifications and undertakings from the petitioner companies. The Tribunal accepted these clarifications and undertakings, noted that the scheme was fair and reasonable, not violative of law, and not contrary to public interest, and also recorded that pending proceedings and liabilities of the transferor company would stand transferred to and be dealt with by the transferee company in accordance with the scheme.

Conclusion: The Scheme of Amalgamation was sanctioned, the appointed date was fixed, and the transferor company was directed to stand dissolved without winding up.

Final Conclusion: The amalgamation was approved with binding effect on the companies and all concerned stakeholders, and the petition was finally allowed with consequential directions for filing and compliance.

Ratio Decidendi: A scheme of amalgamation may be sanctioned when statutory compliances are complete, no sustainable objection survives, and the scheme is found fair, reasonable, lawful, and consistent with public interest, with pending liabilities and proceedings capable of being protected through the scheme terms.

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