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TMI Blog2007 (12) TMI 280X X X X Extracts X X X X X X X X Extracts X X X X ..... Finance (P.) Ltd., and Nandalala Motors (P.) Ltd., after amalgamated with the transferee company M/s. Prem Motors (P.) Ltd., their assets are to be transferred to the transferee company. On an application filed on behalf of the aforesaid company for making a request for convening meetings of the shareholders and the creditors of the company, this Court appointed Smt. Nandita Dubey as chairperson, and Shri Anand V. Bhardwaj as an alternate chairperson and directed to convene meetings after issuing notices in accordance with the rules. Accordingly, different meetings of shareholders and the creditors of each of the five companies were separately held. 2. After the meetings, chairpersons submitted the report. According to the report, there wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vited attention of this Court to the provisions of section 394 of the Companies Act, 1956. According to him, section 394(1)(a) of the Act requires that an application is to be made under section 391 for sanctioning of a compromise or arrangement proposed between the company or the amalgamation of any two or more companies, and his application is thus covered under section 394(1)(a), which does not provide any objection by the Official Liquidator, therefore, he has no locus standi to oppose for amalgamation. In support of his arguments, he has relied on judgment of the Calcutta High Court in the case of Marybong & Kyel Tea Estate Ltd., In re [1977] 47 Comp. Cas. 802 , wherein the Company Judge has held that second proviso to section 394(1)(i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble and harmonious construction without any violence to the language or the scheme, object and purpose of the Companies Act under the provisions of section 394(1)(vi). 6. Thus, the Calcutta High Court has overruled the objection of the Official Liquidator in the case of amalgamation by holding that he has no role to play if an application for amalgamation is filed under section 394(1)(iv). He can challenge the right of locus standi only when any of the company is dissolved without winding up. The Calcutta High Court has held that sanctioning the scheme of amalgamation by itself does amount to dissolve without winding up. 7. In reply to this argument, Shri Ashish Saraswat, learned counsel appearing on behalf of the Official Liquidator has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... but subject to the following conditions :- (i)That the approval of this amalgamation scheme does not in any way dispense with the formality of execution of instrument or conveyance or other documents for effectively vesting of the property and rights of the transferor companies in the transferee company, nor the approval as a result of the scheme gives any right to the properties which in law are not assignable or transferable to the transferee company. If the transfer has to be effected it has to be effected in accordance with the law of the Transfer of Property Act, 1882, and in those cases where the property is on lease with restriction on the transfer or sub-letting of such a property, the sanction of the relevant authority is sought b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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