Amalgamation petitions require separate filings by transferor and transferee companies under the Companies Act.

Sections 391, 394 and 394A of the Companies Act were read as requiring separate compliance by each company in an amalgamation scheme, because the transferor and transferee remain distinct entities for notice to the Central Government and for reports on each company's affairs before sanction. Even where shareholders had approved a common scheme, a single joint petition was not maintainable. Separate applications by the transferor and transferee companies were therefore required before the amalgamation could proceed.

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Issues: Whether a common petition by two companies seeking amalgamation under section 391 of the Companies Act was maintainable, or whether each company was required to file a separate application.

Analysis: The scheme of sections 391 and 394, together with section 394A, was read as treating the transferor and transferee as distinct entities for the purpose of notice to the Central Government and for the report required on the affairs of each company before sanctioning amalgamation. The statutory framework was held to contemplate separate compliance by each company, notwithstanding that the amalgamation related to a common scheme and that shareholder approval had been obtained.

Conclusion: A common petition was held not maintainable, and separate applications by the transferee and transferor companies were directed.

Final Conclusion: The objection to maintainability succeeded, and the amalgamation request could proceed only through two separate petitions.

Ratio Decidendi: Where amalgamation is sought by two distinct companies, the statutory requirements under sections 391, 394A and 394 contemplate separate applications and separate consideration of each company's affairs before sanction.

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