Amalgamation powers cannot enforce a transferor's antecedent tax liability against the transferee company.

The residuary power under the amalgamation provisions is confined to directions necessary to complete and make effective the reconstruction or amalgamation, applying ejusdem generis to clauses incidental or consequential to the scheme. A request to compel the transferee company to discharge the transferor company's antecedent tax liability was held outside that scope, because it would amount to independent enforcement rather than a step required to effect the amalgamation. Article 137 of the Limitation Act, 1963 was also held inapplicable to such special-statute proceedings, but that did not assist the applicant because the petition failed on maintainability.

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Issues: (i) Whether an application seeking a direction to the transferee-company to pay the transferor-company's tax liability fell within section 153A(1)(f) of the Companies Act, 1913 and the corresponding provision in section 394(1)(vi) of the Companies Act, 1956. (ii) Whether article 137 of the Limitation Act, 1963 applied to the petition.

Issue (i): Whether an application seeking a direction to the transferee-company to pay the transferor-company's tax liability fell within section 153A(1)(f) of the Companies Act, 1913 and the corresponding provision in section 394(1)(vi) of the Companies Act, 1956.

Analysis: The power under the amalgamation provisions extends to matters incidental, consequential and supplemental to the scheme only so far as they are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. Read in context with the preceding clauses, the residuary clause is confined by the principle of ejusdem generis to directions needed to complete the process of amalgamation. A direction requiring the transferee-company to satisfy the transferor-company's antecedent liability is a consequence of amalgamation, but it is not a step necessary to make the amalgamation effective. The scheme in question did not itself provide for such enforcement, and the court could not use these provisions to convert the arrangement into an executable decree for creditors.

Conclusion: The petition did not fall within section 153A(1)(f) of the Companies Act, 1913 or section 394(1)(vi) of the Companies Act, 1956 and was not maintainable.

Issue (ii): Whether article 137 of the Limitation Act, 1963 applied to the petition.

Analysis: Article 137 is a residuary provision in the division dealing with applications, but the court treated the governing Supreme Court authority as controlling and held that the article did not extend to applications under special statutes of the kind involved here. The wider language of the 1963 Act, the definition of "application", and the legislative history did not justify departing from the binding view that the residuary article was not intended to cover such proceedings. The petition therefore could not be treated as barred under article 137, although that conclusion did not assist the appellant because the petition had already failed on maintainability.

Conclusion: Article 137 of the Limitation Act, 1963 had no application to the petition.

Final Conclusion: The appeal failed because the relief sought was outside the scope of the amalgamation provisions, and the limitation objection under article 137 was also negatived.

Ratio Decidendi: The residuary power in an amalgamation scheme extends only to directions necessary to complete and make effective the reconstruction or amalgamation, and not to independent enforcement of a transferor company's antecedent liabilities against the transferee company; residuary limitation provisions for applications do not, without clear indication, extend to such special-statute proceedings.

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