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Issues involved: Application for order u/s 391(2) of Companies Act, 1956 regarding amalgamation of wholly owned subsidiary with parent Holding Company.
Summary: The applicant, Nirma Limited, sought an order declaring that as the parent Holding Company in the proposed Amalgamation of Nirma Consumer Care Limited, its wholly owned subsidiary, separate proceedings under Section 391(2) of the Companies Act, 1956, were not necessary. The applicant argued that since it held the entire share capital of the subsidiary and no new shares would be issued, the capital structure and rights of existing shareholders would remain unaffected. The applicant relied on past court orders and decisions to support its position. After considering the arguments and precedents, the Court held that separate proceedings were not required for the Holding Company in this case. The application was allowed with no costs.
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