1979 (8) TMI 133

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..... ction is to the effect that a petition by only one-of the companies, under section 391(1)(b) of the Companies Act, is not maintainable when the prayer is for amalgamation of the petitioner-company and another company. The two companies have filed a common petition. It is contended for the applicants-companies that a common petition is maintainable since the statutory requirement of holding a meet .....

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..... petition is maintainable. The scheme of section 391 is such that it provides for one company taking over the assets and liabilities and right to manage another company and amalgamate the same with itself. The process can be reversed by the transferor-company expressing its desire to amalgamate itself with the transferee-company. In both the Calcutta and Madras cases aforementioned, the courts hav .....

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..... -section (1) of section 394, which contemplates that no order for amalgamation and any scheme in connection therewith may be sanctioned by the court, unless the court receives a report from the Company Law Board or the Registrar that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest. In other words, the proviso contempl .....

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