2001 (1) TMI 904 - HC - Companies Law

Summary

Issues: Office objection regarding the requirement of a petition by the transferee-company for amalgamation with the transferor-company.

The judgment addresses the issue of whether a separate petition by the transferee-company is necessary for amalgamation with the transferor-company. The proposed scheme of amalgamation involves the transferor, a 100% subsidiary of the transferee, being amalgamated with the transferee, with no new shares to be issued to the shareholders of the transferor by the transferee. The financial positions of both companies are detailed in the affidavit, showing a healthy financial position for both. Citing precedents, the judgment clarifies that if the scheme does not affect the rights of the members or creditors of the transferee-company, or involve a reorganization of its share capital, a separate application by the transferee may not be required. In this case, since the scheme does not impact the members or creditors of the transferee, and considering the financial stability of both companies, the office objection is disposed of without the need for a separate petition by the transferee-company.