Amalgamation procedure: official liquidator's adverse report must be considered to protect members' interests before dissolution of transferor company. Amalgamation may be sanctioned without simultaneous dissolution, but the official liquidator's adverse report under the proviso must be given full effect to prevent orders that would permit dissolution without winding up when affairs have been conducted in a manner prejudicial to members or public interest; Regional Directors and the Company Law Board should make representations to ensure such reports are considered and improper orders are averted.