Abhilasha Kumari, J.@mdashThe present judge''s summons have been taken out by Jindal Agro Processing P. Ltd. ("the transferee company"), which is proposed to be amalgamated with its wholly owned subsidiary company--Global. Gourmet P. Ltd. ("the transferor company"), with a prayer for appropriate orders seeking dispensation of meetings of the secured and unsecured creditors under the provisions of section 391(2) of the Companies Act "1956. It is stated that the applicant--transferee company--Jindal Agro Processing P. Ltd., has proposed the amalgamation of Global Gourmet P. Ltd. ("transferor company"), which, is the wholly owned subsidiary of the transferee company and all the shares of the transferor company are in the name of the transferee company. That; on account of the proposed scheme of amalgamation, there shall be no change in the share capital and no new shares are required to be issued; In view of the specific provisions made under the scheme, the name of the transferor company would be struck off and the shares of the transferor company which are held by the transferee company will be cancelled.
2. It is further stated that there is no likelihood that the rights of the existing shareholders of the transferee company would undergo any change or would be affected in any manner.
3. Heard Mr. Bharat T. Rao, the learned advocate for the applicant. The learned advocate for the applicant has placed reliance upon the following judgments
(i)
(ii)
(iii) Company Application No. 43 of 2004 (Banyan Chemicals Ltd.) decided on February 19, 2004;
(iv) Company Application No. 139 of 2004 (Transpack Marketing Ltd.) decided on April 27, 2004;
(vi) Company Applications Nos. 85, 86, 87 of 2005 (Bazley Finvest P. Ltd.) decided on March 7, 2005.
(vii) Company Application No. 176 of 2005 (Arvind Clothing Ltd.) decided on May 11, 2005;
(viii) Company Application No. 619 of 2006 (Shilchar Electronics Ltd.) decided on December 4, 2006; and
(ix) Company Application No. 149 of 2010 (Nirma Ltd.) decided on May 13, 2010.
4. It is submitted by Mr. Rao that in view of the judgments referred to hereinabove, it is not necessary for the holding company to take out separate proceedings for amalgamation of the wholly owned subsidiary company.
5. Having heard the learned advocate for the applicant and upon perusal of the material on record and in view of the judgments stated hereinabove, holding that separate proceedings are not necessary for the transferee company, being the holding company, it is held that the applicant-company, the holding transferee company, is not required to take out separate proceedings u/s 391(2) of the Companies Act, 1956, to the proposed scheme of amalgamation of its wholly owned subsidiary with itself. Hence, the proceedings as required to be held under the provisions of section 391(2) of the Companies Act, 1956, are dispensed with. The application is disposed of, in the above terms.
