Whether both transferor company and transferee company should move High Court for direction where companies involved in amalgamation are incorporated in different States

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.... : 1. Section 314 applies to public as well as private companies. Sub‑section (1) of this section provides that no director of the company and no partner or relative of such director shall hold any office or place of profit, except that of managing director or manager, banker or trustee for the holders of debentures of the company, carrying a total monthly remuneration of Rs. 500 [Rs. 10,000] or more, under the company unless a special resolution according the consent of the company is passed at the general meeting of the company held for the first time after the holding of such office or place of profit. The new sub‑section (1B) says that notwithstanding anything contained in the aforesaid sub‑section (1), no such office....

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....c company or a private company. 3. Further, consistently with reference to the special resolution in the main part of sub‑section (1B), it is necessary to understand the reference in the proviso of the sub‑section to the approval of the company in general meeting as meaning the approval by a special resolution of such meeting. But in a case where the special resolution was passed in terms of sub‑section (1), it will not be necessary to have another resolution ordinary or special, once again and only the approval of the Central Government in terms of the proviso to sub‑section (1B) will be necessary. 4. Another question raised is whether approval of the general meeting and of the Central Government is necessary for ....