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2017 (10) TMI 1195 - Tri - Companies LawScheme of amalgamation - whether a registered partnership firm, being a body corporate, can be treated as a “company” for the purpose of Sections 230-232 of the Companies Act, 2013? - Held that:- Here it is necessary to refer to Section 394(4)(b) of the Companies Act, 1956. The said Act specifically says that a “transferee company” does not include any company other than a company within the meaning of the said Act, but a “transferor company” includes any body corporate, whether a company within the meaning of the Act or not. Therefore, as per the said proviso, even in the old Act, a transferee company must be a company registered under the Companies Act, but a transferor company includes any body corporate. In view of the said proviso in the old Act, a transferor company need not be a company registered under the Companies Act, 1956. It is sufficient if it is a body corporate. There is no dispute about the fact that a partnership firm is a body corporate. Therefore, in view of Section 394(4)(b) of the Companies Act, 1956, there can be a scheme of amalgamation between a transferor company registered as a partnership firm and a transferee company registered under the Companies Act, 1956 but not vice-versa. Applicant, being a registered partnership firm and a body corporate, is not a company within the meaning of the Companies Act, 2013 and, therefore, it cannot participate in the amalgamation proceedings that are initiated under the provisions of sections 230 to 232 of the Companies Act, 2013
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