Scheme of amalgamation sanctioned after statutory compliance, transferring assets, liabilities and pending proceedings to the transferee company.

A scheme of amalgamation under the Companies Act, 2013 was sanctioned after compliance with statutory requirements, including written consents in lieu of shareholder and creditor meetings, service of notices on the concerned authorities, and publication of public notices. The Regional Director raised no objection, and the Official Liquidator, Chartered Accountant and statutory auditor reported no prejudice to shareholders, the public, or accounting standards. As a result, the transferor company's undertaking, assets, liabilities and pending proceedings stood transferred to the transferee company, and the transferor company stood dissolved without winding up.

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Issues: Whether the proposed scheme of amalgamation between the transferor company and the transferee company should be sanctioned and made binding on the shareholders and all concerned.

Analysis: The statutory requirements for considering a scheme under the Companies Act, 2013 stood complied with. The meetings of shareholders and creditors had been dispensed with on the basis of written consents, notices were served on the Central Government, the Registrar of Companies, the Official Liquidator and the Income Tax Department, and public notices were published. The Regional Director did not oppose the scheme, noting the absence of complaints and that the scheme was not prejudicial to the interests of shareholders or the public. The Official Liquidator and the Chartered Accountant also reported that the affairs of the transferor company had not been conducted in a manner prejudicial to members or the public. The statutory auditor certified that the accounting treatment conformed to the accounting standards.

Conclusion: The scheme of amalgamation was sanctioned, with the transferor company's undertaking, assets, liabilities and pending proceedings to stand transferred to the transferee company, and the transferor company to stand dissolved without winding up.

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