Case List: Amalgamation


The fact that majority has approved the amalgamation scheme is not conclusive, however, it must be taken into account before in sanctioning the scheme.
  • Sugarcane Growers and Sakthi Sugars Shareholders’ Association Vs. Sakthi Sugars Ltd.[1998] 93 CompCas 646 (Mad)
  • J. S. Davar Vs. Shankar Vishnu MaratheAIR 1967 Bom 456
While the court is not supposed to blindly follow the decision of the majority it is also not supposed to scrutinize the scheme to find out flaws.
  • Alembic Chemical Works Co. Ltd., In re [1988] 64 Comp Cas 186
Limitations of the Court’s power to sanction a scheme.
  • Navjivan Mills Co. Ltd., In re [1972] 42 Comp Cas 265
Basic Principles the Courts follow for sanctioning an amalgamation.
Whether upon amalgamation the tenancy rights were transferred and whether there was any subletting.
  • Singer India Limited vs. Chander Mohan Chadha, (2004) 7 SCC 1 (Held: there was transfer and the tenancy or right to occupation of the transferor company got vested in the transferee company)
Whether stamp duty is leviable on a transfer of assets by a scheme of amalgamation.
  • Sandy Estates Ltd. vs. Landbase India Ltd., 1997 VI AD (Delhi) 981 (Held: no stamp duty would be leviable in any case to the transfer of assets between the transferor and the transferee companies when the transferor company is a 100% subsidiary of the transferee company which is the parent company)
Amalgamation against public interest.
Amalgamation, against the interests of minority shareholders.

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