2012 (8) TMI 1119 - HC - Companies Law

Summary

Issues involved: Application for dispensation of meetings of Secured and Unsecured Creditors u/s 391(2) of the Companies Act, 1956 in the proposed amalgamation of a Transferee Company with its wholly owned subsidiary Company.

Summary:
The Judge's Summons were filed by the Transferee Company, seeking dispensation of meetings of the Secured and Unsecured Creditors under Section 391(2) of the Companies Act, 1956, for the proposed amalgamation with its wholly owned subsidiary Company. The Transferee Company, Jindal Agro Processing Private Limited, planned to amalgamate with Global Gourmet Private Limited, its wholly owned subsidiary, without any change in Share Capital or issuance of new shares. The Transferor Company's name would be struck off, and its shares held by the Transferee Company would be cancelled, ensuring no impact on existing shareholders' rights.

During the hearing, the applicant's advocate cited various judgments to support the contention that separate proceedings for amalgamation of a wholly owned subsidiary Company are not necessary for the Holding Company. After considering the arguments, the material on record, and the referenced judgments, it was held that the Holding Transferee Company is not required to initiate separate proceedings under Section 391(2) of the Companies Act, 1956, for the proposed Scheme of Amalgamation with its wholly owned subsidiary. Consequently, the requirement for proceedings under Section 391(2) of the Companies Act, 1956, was dispensed with, and the application was disposed of accordingly.