Ordinarily amalgamation means merger. Merger is a combination of two or more companies into a single company where one survives and the others lose their corporate existence. The survivor acquires the assets as well as liabilities of the merged company or companies.
As per section 12 of the Companies Act 1994, a company by special resolution may alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it to amalgamate with any other company. Companies are required to file joint petition to the Court under section 228 showing that the compromise or arrangement has been proposed for the purposes to amalgamate companies. Where an order under Section 229 of Companies Act 1994 provides for the transfer of property or liabilities, that property shall be virtue of the order, be transferred to and vest in, and those liabilities shall be virtue of the order transferred to and become the liabilities of the transferee company. Finally this confirmation of alteration is to be certified by the Registrar of the Joint Stock Companies and Firms of Bangladesh.