word ‘amalgamation’ - Companies Law Ready Reckoner - Companies Law

Meaning of word amalgamation As per Stroud s Judicial Dictionary of Words and Phrases (9th edition) , amalgamation is welding or blending of two or more concerns into one. It also states that where there the companies concerned retain separate entities, there is no amalgamation . Black s Law Dictionary, Eleventh Edition defines amalgamation as the act of combining or uniting; consolidation amalgamation of two small companies to form a new corporation The Companies Act, 2013 does not contain any express definition of amalgamation; it rather outlines and regulates the procedure for amalgamation and spells out its legal effect, which results in extinguishment of the corporate identity of the transferor company Section 233 of the Companies Act, 2013 outlines the result of acceptance of a scheme of amalgamation: (8) The registration of the scheme under sub-section (3) or sub-section (7) shall be deemed to have the effect of dissolution of the transferor company without process of winding-up. [read, in this case, LVB]. In Walker s Settlement 1935 (1) Ch. D. 567 , the term amalgamation is defined as: The word amalgamation has no definite legal meaning. It contemplates a state of things under which 2 companies are so joined as to form a third entity or one company is absorbed into and blended with another company. In Re: Skinner 1958 (3) All E.R 273 too referred to amalgamation schemes and their effect as follows: schemes and orders made by virtue of Section 206 and Section 208 of the Companies Act 1948 can only transfer such rights, powers, duties and property as are capable of being lawfully transferred by a party to the scheme if no such sections of the Companies Act existed. It is not necessary in a scheme to exclude specifically from its operation things incapable of such transfer as general words in the scheme and any order in furtherance must be taken to operate in a manner not to repugnant to the general law of England. RELIGARE FINVEST LIMITED VERSUS STATE OF NCT OF DELHI ANR.- 2023 (9) TMI 634 - SUPREME COURT