compromise or arrangement, are to be allotted or appropriated by that company to or for any person.

compromise or arrangement, are to be allotted or appropriated by that company to or for any person.
(c) The continuation by or against the transferee company of any legal proceed
ings pending by or against any transferor company. .
(d) The dissolution, without winding up of any transferor company. However, no order for dissolution of any transferor company can be made unless the Official Liquidator is of opinion that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or public interest-ShankaranarayanaHotels (P) Ltd. Vs. Official Liquidator [1992] 74 Compo Cas 290 (Kar).
(e) The provision to be made for any person who within stich time and in such manner as the Court directs, dissents from the compromise or arrangement.
if) Such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.
However, the Court shall not"sanction any compromise or arrangement for the amalgamation of a company, which is being wound-up, with any other company unless the Court has received a report from the Company law Board or the Registrar that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interests.
ThllS, where the only purpose for which the transferor company was created was to facilitate,the transfer of a building to the transferee company without attracting the capital ~ii'ts ~~ and the dissolution of the transferor company was sought without
windintup, the Court refused to sanction the scheme-Wood Polymer Ltd., In re [1977]
47 Compo Cas 597.
Again,in.~nion of India Vs. Ambalal Sarabhai Enterprises Ltd. [1984] 55 Compo Cas. 623 (Guj.);theGujarat High Court held that if the proposed amalgamation of companies (transferor and transferee companies) is not in public interest, the Court has
power to refuse to sanction the scheme of amalgamation." the amalgamation must
fulfil some felt need, some purpose, some object and that must have some co-relation with the public interest. If the only purpose discernible behind amalgamation is defeating certain tax and prior to the amalgamation a situation is brought about by creating a paper company and transferring an asset to such company which can, without further consequence, be amalgamated with another company to whom the capital asset was to be transferred so that, it can pass on to the amalgamated company, it would distinctly appear that the provision for such a scheme of amalgamation was utilised for the avowed object of defeating tax. The Court is charged with a duty, before it finally permits dissolution of the transferor company by dissolving it without winding up, to ascertain whether its affairs have been carried on not only in a manner not prejudicial to its members but even to public interest.'
Filing of Court's order with the Registrar. A certified copy of the Court's order should be filed by the company with the Registrar within thirty days of the passing of the order. Failure to comply with this requirement shall be punishable with fine upto Rs. 500.