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Issues:
1. Sanctioning the scheme of amalgamation of two companies. 2. Approval of the scheme by the Central Government and Official Liquidator. 3. Resolution of query regarding fractional entitlement of shares. 4. Dissolution of the transferor company without winding-up. Analysis: 1. The judgment pertains to the sanctioning of the scheme of amalgamation between a Transferor Company and a Transferee Company. The petitions were filed for the transfer of assets and liabilities from the Transferor Company to the Transferee Company as per the terms outlined in the scheme of amalgamation. 2. The Court had previously allowed company applications without the need for shareholder and creditor meetings. Notices were duly served to the Central Government and the Official Liquidator, and publications were made in newspapers for the hearing of petitions. The Central Government raised a query regarding fractional entitlement of shares, which was resolved by the Transferee Company's clarification. The Official Liquidator's report confirmed that the company's affairs were not conducted prejudicially. 3. The Central Government, except for the fractional entitlement query, had no objections to the amalgamation scheme. The Court found no grounds to refuse approval and granted sanction for the scheme of amalgamation, directing the Registrar of Companies to dissolve the Transferor Company without winding-up. 4. The judgment also quantified costs to be paid to the Central Government Standing Counsel, the office of the Official Liquidator, and the Additional Central Government Standing Counsel. The fees were specified per petition and to be paid by the respective petitioner-companies, concluding the disposal of the petitions. This detailed analysis covers the issues involved in the legal judgment, highlighting the key aspects of the scheme of amalgamation, approvals obtained, resolution of queries, and the subsequent dissolution of the transferor company.
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