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Issues:
1. Sanction of arrangement in Scheme of Amalgamation under Section 394 of the Companies Act, 1956. 2. Approval of the Scheme by shareholders and creditors. 3. Compliance with legal formalities and public interest. Analysis: 1. The petitioner, a Public Limited Company, sought court sanction for an arrangement in the Scheme of Amalgamation with another company, transferring the latter's undertaking to the petitioner as a going concern under Section 394 of the Companies Act, 1956. The Scheme involved the transfer of assets without further act or deed, effective from a specified date. 2. The petitioner-company conducted meetings with its shareholders and creditors to seek approval for the Scheme. Shareholders unanimously approved the Scheme at an Extraordinary General Body Meeting, and the resolution was passed accordingly. The company's financial position, assets, and liabilities were presented to demonstrate its soundness and compliance with legal requirements. 3. The Court examined the compliance with legal formalities and public interest considerations. The Regional Director affirmed that the Scheme did not prejudice the interests of creditors and shareholders. The judgment referenced a previous case to emphasize that all necessary formalities were met, with experts and authorities endorsing the Scheme's legality and alignment with the law. No objections were raised regarding disclosure of materials, and no illegality or public policy violations were found. The Court emphasized that unless there is apparent illegality or unfairness, it should not impose decisions against the majority shareholders' will, recognizing the corporate world's autonomy in business strategies and arrangements. 4. Ultimately, the Court granted sanction to the Scheme as requested, making the Company Petition absolute with specific prayer clauses and granting liberty to parties to proceed in accordance with the law. The petitioner was directed to pay costs to the Regional Director within a specified timeframe.
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