2005 (5) TMI 342 - HC - Companies Law

Summary

Issues:
1. Application for dispensing with filing of separate company application and allowing joint company application for amalgamation.
2. Interpretation of Rules 6 and 9 of the Companies (Court) Rules, 1959.
3. Consideration of joint petition for amalgamation of companies with registered offices in the same state.
4. Analysis of the necessity of separate applications for amalgamation.

Detailed Analysis:
1. The applicant sought permission to file a joint company application for the amalgamation of two companies, one being the transferor company and the other the transferee company, both having registered offices in different districts of Rajasthan. The request was made to avoid duplication of paperwork and time wastage by filing separate applications at Jaipur and Jodhpur benches. The court examined the application under Rules 6 and 9 of the Companies (Court) Rules, 1959.

2. Rule 6 of the Rules, 1959 states that the practice and procedure of the Court, along with the provisions of the Code, apply to all proceedings under the Act. The Registrar, as defined, may decline documents not presented in accordance with the Rules. Rule 9 empowers the Court to give directions necessary for justice or to prevent abuse of the process. The procedure for filing applications under sections 391 and 394 of the Companies Act, 1956, is outlined in rules 67 to 87 of the Rules, 1959.

3. The court observed that while separate applications are typically filed for amalgamation when companies are in the same state, joint petitions have been allowed in some cases. However, in this instance, the court deemed the application for a joint petition as misconceived and misplaced since both companies were within the same state. The judge opined that separate applications at the Bench or Principal Seat of the Court, based on the registered office jurisdiction, would not cause prejudice or inconvenience to the applicant.

4. The court scrutinized the grounds presented in the application, emphasizing that the reasons cited to justify the joint application were deemed unnecessary litigation. The judge highlighted that the paperwork and time involved in filing the joint petition would not significantly differ from separate applications. The court dismissed the application, emphasizing the importance of following the ordinary procedure of separate applications for amalgamation by transferor and transferee companies.