MAHAAMBA INVESTMENTS LTD Vs. IDI LIMITED

JUDGEMENT

(1.) The only question which arises at the present stage is as regards the office objection that no petition has been filed by the transferee-company. In the company petition, the petitioner which is a transferor-company is sought to be amalgamated with IDI Limited, which is the transferee-company. The transferee is the holding company of the transferor which is thus its 100 per cent, subsidiary. Clause 10 of the proposed scheme of amalgamation postulates that since the entire share capital of the transferor is held by the transferee, upon the scheme becoming finally effective, the said share capital of the transferor will stand automatically cancelled and no shares will be allotted of the transferee-company to the shareholders of the transferor-company. That is because the transferee-company holds 100 per cent, of the share capital of the transferor-company.

(2.) The question which arises on the office objection is covered by a decision of a learned single judge of this court in Bank of India Ltd. v. Ahmedabad Manufacturing and Calico Printing Co. Ltd., 1972 42 CompCas 211 and by a judgment of a learned single judge of the Delhi High Court in the matter of In re Sharat Hardware Industries P. Ltd., 1978 48 CompCas 23. The learned single judge of this court held as follows (page 219) :

(3.) In the case which was decided by the learned single judge of this court, the transferee-company was pursuant to the scheme to issue a new type of equity shares to the shareholders of the transferor-company. Consequent upon this it was held that an application by the transferee-company was necessary. In the judgment of the Delhi High Court referred to above, the learned single judge held as follows (page 26) :