Infructuous investigation petition after amalgamation finality, as merger challenge failed and no live grievance remained.

A petition seeking investigation into the affairs of a transferor bank was held to have no surviving basis once the scheme of amalgamation had been sanctioned and the merger had attained finality. The court noted that the challenge to the merger had already failed before the Supreme Court, so the substantive grievance against the transferor entity had ceased to exist. It also reiterated that an appeal under Section 10F of the Companies Act, 1956 lies only on a question of law arising from the Company Law Board's order. On that footing, the Company Law Board was correct in treating the petition as infructuous.

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Issues: Whether the company petition seeking investigation into the affairs of the transferor bank survived after the scheme of amalgamation was sanctioned and the merger attained finality, and whether the Company Law Board rightly held the petition to be infructuous.

Analysis: The appeal lay under Section 10F of the Companies Act, 1956, which permits interference only on a question of law arising from the order of the Company Law Board. The scheme of amalgamation had already been sanctioned by the Reserve Bank of India under Section 44A(4) of the Banking Regulation Act, 1949, and the challenge to the merger had also failed before the Supreme Court. In that situation, the proposed investigation into the affairs of the transferor bank no longer had any live foundation. The Company Law Board therefore treated the petition as having become infructuous, and no error of law was shown in that conclusion.

Conclusion: The petition did not survive after the amalgamation and merger became final, and the Company Law Board was correct in dismissing it as infructuous.

Ratio Decidendi: Where a scheme of amalgamation has attained finality and the substantive grievance concerning the transferor entity has ceased to survive, a petition seeking investigation into its affairs becomes infructuous, and an appeal under Section 10F of the Companies Act, 1956 lies only on a question of law arising from the impugned order.

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