LAKSHMANAN J.

Company Petition No. 59 of 1990 was filed by Ucal Fuel Systems Limited, having its registered office at No. 118, Anna Salai, Madras-2, and Company Petition No. 60 of 1990 was filed by Suncarb Private Limited, having its registered office at No. 8, Haddows Road, Madras-6. Both the company petitions were filed under sections 392 and 394 of the Companies Act, 1956, hereinafter referred to as "the Act", praying for according sanction to a scheme of amalgamation of the aforesaid two companies. Ucal Fuel Systems Limited is a public limited company and it is the transferee company. Suncarb Private Limited is a private limited company and is the transferor company. The scheme submitted to the court for sanction involves amalgamation of the transferor company with the transferee company and amongst others it involves dissolution without winding up. Suncarb Private Limited, Madras-6, the transferor-company, was incorporated on November 7, 1985, under the provisions of the Act, having its registered office at No. 8, Haddows Road, Madras-6. As stated above, the object of their Company Petition No. 60 of 1990 is to obtain sanction of this court for the scheme of amalgam