Criminal liability after amalgamation does not automatically pass to the successor company for pre-merger offences.

After amalgamation, the transferor company ceases to exist as a separate legal entity, so criminal liability for an offence allegedly committed before amalgamation does not automatically attach to the amalgamated company unless the statute expressly provides otherwise. A scheme clause allowing continuation of legal proceedings does not by itself transfer criminal liability for an already committed offence. On the facts noted, the alleged offence was attributable to the transferor company alone, and the summoning order against the amalgamated company was quashed.

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Issues: Whether a company amalgamated with another company can be prosecuted for an offence alleged to have been committed by the transferor company before amalgamation, and whether the summoning order issued against the amalgamated company was liable to be quashed.

Analysis: Upon amalgamation, the transferor company ceases to exist as a separate legal entity. The legal consequence is that the successor or amalgamated company does not automatically become liable for a criminal offence committed by the transferor company prior to the effective date of amalgamation. A clause in the scheme providing for continuation of legal proceedings cannot be read to transfer criminal liability for an offence already committed by the erstwhile company. The petitioner came into existence after the date of manufacture and the alleged offence was attributable to the transferor company alone.

Conclusion: The petitioner could not be prosecuted for the alleged offence committed by the transferor company, and the summoning order was quashed in favour of the petitioner.

Ratio Decidendi: After amalgamation, the transferor company ceases to exist, and criminal liability for an offence committed by it before amalgamation does not automatically attach to the amalgamated company unless the statute expressly provides otherwise.

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