TaxTMI 
TaxTMI 
1972 (4) TMI 77
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....n the petitioner-company (which would be hereinafter referred to as the "transferor-company") of which one shareholder is the Union Company (Motors) Private Ltd. (hereinafter referred to as "the transferee-company"). The authorised capital of the transferor-company is Rs. 5 lakhs consisting of 5,000 equity shares of Rs. 100 each. The subscribed capital is Rs. 2,62,000 consisting of 2,620 equity shares of Rs. 100 each. Out of this, the transferee-company owns 1,000 shares. The transferor-company has been doing business as repairers, engineers, fitters, founders and painters of motor vehicles. The transferee-company has been carrying on business of distribution of cars and automobile spare parts. Both the companies are having their registered....
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....n together with all its assets and liabilities. The said scheme was approved by the board of directors of both the companies at a meeting held on November 19, 1971. In Company Application No. 399 of 1971, this court directed the transferor-company to convene a meeting of the shareholders of the company for the purpose of considering and, if thought fit, approving with or without modification, the above said scheme of amalgamation and arrangement. Thiru K. V. Srinivasan was appointed to act as the chairman at the meeting and to report the result thereof. After due notice of the said proposed meeting, the same was held on December 30, 1971, in which all the shareholders of the transferor-company took part. In the said meeting, the sharehol....
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....counsel for the Registrar of Companies relies upon the decision In the matter of Canon Tea Co. Ltd. [1966] 2 Comp L J 278 (Cal.) in support of his contention that the transferee-company should also hold the statutory meeting and join as a petitioner in these proceedings. In that case, the Calcutta High Court points out that each of the amalgamating companies must comply with the requirement of section 391(1) of the Act by obtaining direction, inter alia, for holding a meeting of the shareholders of the company, for section 394(1)(a) throws them back to sub-section (1) of section 391. It is also pointed out that if one of the two amalgamating companies is not before court, any arrangement sanctioned and directions given under various sub-cla....
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....ve-said technical objection raised on behalf of the Registrar of Companies is not to be upheld. I am clearly of the view that, even as far as the transferee-company is concerned, the scheme of amalgamation is an arrangement as contemplated under section 391(1)(b) of the Act. It is undoubtedly an arrangement bet-been the transferee-company and its members, because the transferee-company is taking not only the assets and liabilities of the transferor-company but also inducting more shareholders and thereby changing, at least to a certain extent, the voting rights of the shareholders of the transferee-company. It is only for the sake of convenience the Union Company (Motors) Private Ltd. is referred to as the transferee-company, while the Unio....