( 1 ) THIS order will dispose of both the petitions, filed under Sections 391 (2), 392, 393 and 394 of the Companies Act, 1956, seeking amalgamation of M/s. Tecumseh Products India Limited (Transferor company) with M/s. Tecumseh India Private Limited (Transferee company ). The registered offices of both the companies are situated within the jurisdiction of this court.

( 2 ) THE scheme of amalgamation provides that all the assets and liabilities of the business of the transferor company shall be taken over by the transferee company, including their workmen and the employees, As per the proposed scheme all the members of the transferor company, immediately on or before the effective date, shall become the staff, workmen and employees of the transferee company and their services shall be deemed to have been continued without interruption or broken by the reason of the said transfer. The service conditions applicable to such staff (workmen or employees) after such transfer shall not in any case be less favourable to them than those as were applicable to them immediately preceding the transfer.

( 3 ) IT is stated that both the companies are engaged in the same kind of business and the proposed amalgamation will result not only in integration of the activities of both the companies, but there will also be substantial saving on overhead and costs. The amalgamation will also broaden the product base of the transferor company, which will enable it to even out temporary fluctuations in the profitability and withstand recession more effectively, besides providing it a stronger capital base to raise resources for meeting requirements for further growth, including diversification. It is also averred that as the activities of the amalgamating companies are being complementary, the benefits of research finding would be more gainfully utilised in the amalgamated company.

( 4 ) IT is submitted by Mr. Shankardass, the learned Senior Advocate for the applicant that the transferor company and the transferee company are in fact wholly owned subsidiaries of Tecumseh Products Company, a company organised and existing under the laws of Michigan, USA having its office at 100 E Patterson Street, Tecumseh, Michigan, 49286, USA. The transferee company is a direct subsidiary of Tecumseh Products Company. The transferor company is the wholly owned subsidiary of Tecumseh Mauritius Holdings Inc, a company organised and existing under the laws of Mauritius with its registered office c/o BCM Secretaries Limited, 6th floor, Cerne house, Chaussesee, Port Louis, Mauritius. Tecumseh Mauritius Holdings Inc is in turn a wholly owned subsidiary of Tecumseh Products Company. Accordingly, in terms of Section 4 (c) of the Act, the transferor company is also a subsidiary of Tecumseh Products Company.

( 5 ) MR. Shankardass also mentioned that the authorised capital of the transferor company is Rs. 40 crores whereas the authorised capital of the transferee company is Rs. 134 crores. According to Mr. Shankardas, the transferor company and transferee company are in fact two divisions of the same management and the objects of the two companies are similar in nature. Both the companies are engaged in the business of manufacture and sale of compressors, condensing units and related controls. The business of the two companies can be more conveniently and economically carried on together as one single business.

( 6 ) MR. Dass also submitted that the transferor company and the transferee company are both wholly owned subsidiaries of Tecumseh Products Company, and in reality are two divisions of the same management. He further submitted that the amalgamated company will have the benefit of stability in operation and would help to achieve efficient utilisation of the resources and facilities. The consolidation of business will achieve rationalisation of the management structure and economics of scale for further and stable growth, expansion and diversification and