Industrial Syndicate Ltd. (Supra) it has been held by the apex court, as already observed above, that the true effect and character of amalgamation largely depends on the terms of the scheme of merger and, their respective rights and liabilities are determined under the scheme of amalgamation but the corporate entity of the transferor company cease to exist with effect from the date of the amalgamation is made effective. In the instant case at hand, the plaintiff has filed a copy of the order passed by the Bombay High Court on 10-8-1989 in the matter of amalgamation of Asea Brown Boveri Ltd. which was the transferor company with Hindustan Brown BoverieLtd. which was the transferee company . The scheme of amalgamation has also been annexed to the counter affidavit. The scheme of amalgamation and the order passed therein by the Bombay High Court, shows that with effect from 1st January, 1989 which is the "Appointed Date", the entire undertaking of Asea Ltd. the transferor company including its business, properties, assets etc., have been transferred and vested in the transferee company M/s. Hindustan Brown Boverie Ltd. It further shows that there has not been any change in the corporate status of the transferee company. Whereas, the transferor company has been effaced and has become extinct. However, only the name of the transferee company stood changed in the place of Hindustan Brown Boverie Ltd., the name of the transferee company is changed to Asea Brown Boveri Ltd. On the change of the name the transferee company does not stand dissolved nor any new company comes into existence. In fact, the constitution and the entity of the transferee company is not effected in any other manner and thus, the legal proceeding instituted by it in its former name can be continued by its new name. The position could be different if instead of the transferee company being plaintiff the transferor company would have filed a suit. In such a situation the submissions advanced by the learned counsel would be tenable and the observations of the Supreme Court in the case of Saraswati Industrial Syndicate Ltd. would have applied, as it was held in said case that the transferor company ceased to exist from the date the amalgamation is made effective. As seen above we are concerned with the transferee company only with which the transferor company has merged .
