Search Results Page
Search Results
1 - 6 of 6 (1.99 seconds)Section 393 in The Companies Act, 1956 [Entire Act]
Mahaamba Investments Ltd. vs Idi Limited on 31 January, 2001
In the case of Mahaamba Investments Ltd. (supra),
the question came up before the Mumbai High Court on
objection raised by the office that only transferor
company seeking its amalgamation with another company
has submitted petition under Section 391-394 of the
Companies Act, 1956 but no petition has been filed by
the transferee company seeking sanction of High Court
for amalgamation of the other company in transferee
company. The Mumbai High Court considered the facts
of the case and found that the transferee is a
holding company of the transferor company which was
7
SB Company Application No.3/2009
ESL India Limited. vs. Secure Meters Limited
100% subsidiary company of the transferee company.
Clause 10 of the proposed scheme of amalgamation
submitted by the transferor company provided that
since the entire share capital of the transferor is
held by the transferee and upon the scheme becoming
final and effective, the said share capital of the
transferor will stand automatically cancelled and no
shares will be allotted of the transferee company to
the shareholders of the transferor company and that
will be because the transferee company holds 100% of
the share capital of the transferor company.
Bank Of India Ltd. vs Ahmedabad Manufacturing & Calico ... on 1 September, 1971
Similar question came up for consideration of
Mumbai High Court in the case of Bank of India Ltd.
vs. Ahmedabad Mfg. & Calico Printing Co. Ltd. (1972)
42 Comp Cas 211 in which, considering the judgment of
Delhi High Court delivered in the case of Sharat
Hardware Industries (P.) Ltd. In re. (1978) 48 Comp
Cas 23, the Court held that, "if a scheme by way of
transfer of undertaking does not affect the rights of
the members or creditors of the transferee-company,
as between themselves and the company, or does not
involve a reorganisation of the share capital of the
transferee-company, no application by the transferee-
company under section 391 or section 394 would be
8
SB Company Application No.3/2009
ESL India Limited. vs. Secure Meters Limited
necessary." After considering the above judgments,
the Mumbai High Court in the case of Mahaamba
Investments held that where no new shares are sought
to be issued to the members of the transferor company
by the transferee company, the scheme will not affect
the members of transferee company. The creditors of
the transferee-company are not likely to be affected
by the scheme in view of the financial position of
the transferee-company. In view of the above, the
Mumbai High Court held that filing of separate
petition by the transferee company is not necessary.
Section 391 in The Companies Act, 1956 [Entire Act]
Section 394 in The Companies Act, 1956 [Entire Act]
1