9911796707
|
Home
Issues:
Application of section 394A of the Companies Act, 1956 regarding notice to Central Government for dissolution without winding up post scheme of amalgamation. Analysis: The judgment dealt with a judge's summons by the transferee company for dissolution without winding up of the transferor company following the grant of sanction to the scheme of amalgamation. The main issue was whether a notice to the Central Government, as required under section 394A of the Companies Act, 1956, was necessary at this stage, considering a prior notice was given during the sanction of the amalgamation scheme. The court sought the assistance of amicus curiae, Mr. S.B. Mukherjee, who highlighted the procedural aspects under section 391 of the Companies Act, emphasizing the importance of notice to the Central Government in certain stages of the process. The amicus curiae referred to precedents from the Bangeswari Cotton Mills case and decisions from the Madras and Allahabad High Courts, which stressed the significance of Central Government's views before sanctioning compromises or schemes of amalgamation. It was argued that dissolution without winding up is a consequential step post sanction, and the safeguards under section 394 of the Act, along with the official liquidator's report, provide adequate protection to the interests of members and public interest. The court acknowledged the submissions made by the amicus curiae and the supporting counsel, agreeing that only one notice is mandated under section 394A during the application for sanction of a compromise or amalgamation scheme. The judgment highlighted the requirement of the official liquidator's report, based on the findings of a chartered accountant, as a crucial factor in deciding on dissolution without winding up. In the absence of any impediments based on the official liquidator's report in the present case, the court granted the judge's summons for dissolution without winding up. In conclusion, the court emphasized that post the grant of sanction to a compromise or amalgamation scheme, no further notice to the Central Government was necessary for the dissolution without winding up, as long as the official liquidator's report ensures no prejudice to the interests of members or public interest. The judgment underscored the importance of procedural safeguards and the role of the official liquidator in such matters, ultimately ruling in favor of the dissolution without winding up as per the judge's summons.
|
