Company Rights Transferred Post-Amalgamation; Petition Under Sections 397/398 Allowed

RFB Latex Ltd. Versus Union of India

RFB Latex Ltd. Versus Union of India - [2005] 63 SCL 539 (DELHI) Issues:
1. Substitution of transferee-company in place of transferor-company under section 397/398 of the Companies Act, 1956.
2. Maintainability of petition under sections 397, 398, and 402 of the Companies Act based on the facts at the time of presentation.

Issue 1: Substitution of Transferee-Company:
The judgment deals with the application for substitution of the transferee-company in place of the transferor-company under section 397/398 of the Companies Act, 1956. The respondent filed an application for substitution due to the amalgamation of the transferor-company with the transferee-company, resulting in the transferor-company ceasing to exist. The appellant contended that the petition did not survive post-amalgamation as the transferee-company had no oppression allegations against it. However, the Board allowed the substitution based on the amalgamation order passed by the Bombay High Court, stating that the transferee-company had become a member of the respondent-company and was entitled to move a petition under sections 397/398.

Issue 2: Maintainability of Petition:
The judgment clarifies that the maintainability of a petition under sections 397, 398, and 402 of the Companies Act is determined based on the facts at the time of its presentation. Even after the amalgamation, the transferee-company can rely on the allegations made by the transferor-company at the time of presenting the petition. The judgment also highlights that the transferee-company stepping into the shoes of the transferor-company post-amalgamation does not require it to state oppression allegations against it at the time of the merger. The Court emphasizes that events subsequent to the presentation of the petition do not affect its maintainability, and the transferee-company can enforce the rights previously held by the transferor-company.

The judgment further supports the view taken by the Board by citing precedents that allow for the substitution of companies post-amalgamation to prevent anomalies and uphold the rights guaranteed to the transferee-company. Additionally, it mentions a previous case where the Court allowed the substitution of a company in a similar scenario, which was not opposed by the appellant. Ultimately, the appeal was dismissed, and no costs were awarded.

In conclusion, the judgment thoroughly analyzes the issues of substitution of the transferee-company and the maintainability of the petition under the Companies Act, providing detailed reasoning and legal precedents to support the decision reached by the Board.