TMI Blog1976 (3) TMI 115X X X X Extracts X X X X X X X X Extracts X X X X ..... s of a petition under sections 391 and 394 of the Companies Act (Act for short) for sanction of the same. The court after hearing all the parties concerned, including the appellant herein, accorded sanction to the said scheme of amalgamation. Before the learned single judge, on behalf of the appellant, it had been contended that since none of the three companies in question was being wound up, it was necessary for the court to call for a report from the official liquidator pursuant to the requirements enjoined by the second proviso to section 394 of the Act. This contention was rejected, following a decision of a learned single judge of this court in Company Applications Nos. 42/1969 and 27/1970 in Company Petition No. 8/1969. Hence the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the court, ( a )that the compromise or arrangement has been proposed for the purposes of, or in connection with, a scheme for the reconstruction of any company or companies, or the amalgamation of any two or more companies ; and ( b )that under the scheme the whole or any part of the undertaking, property or liabilities of any company concerned in the scheme (in this section referred to as a "transferor company") is to be transferred to another company (in this section referred to as "the transferee-company "); the court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he first of the provisos to sub-section (1) of section 394 enjoins that no court called upon to sanction a scheme of amalgamation of a company "which is being wound up" with any other company or companies, shall sanction the scheme unless a report is called for by the Company Law Board or the Registrar of Companies and such report disclosed that the affairs of such company had not been conducted in a manner prejudicial to the interests of its members or to public interest. The second proviso therein specifically relates to cases of dissolution of companies "without winding up", as a result of such amalgamation, as specifically adverted to in clause ( iv ) of sub-section (1) of section 394. The said proviso enjoins that the court can make ..... X X X X Extracts X X X X X X X X Extracts X X X X
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