XYLON ELECTRO TECHNIC PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) Present Judges' Summons has been taken out by the applicant XYLON ELECTRO TECHNIC PRIVATE LIMITED (Transferee Company) for appropriate direction to dispense with separate proceedings as required under Section 391(2) of the Companies Act, 1956 by submitting that the applicant Company being the Holding Transferee Company in the proposed amalgamation of V Lux Private Ltd (the transferor company), a wholly owned subsidiary of the Company with the Transferee Company, a separate proceedings as required to be taken out under the provisions of Section 391(2) of the Companies Act, 1956 are not required to be undertaken by the applicant Company.

(2.) It is submitted in affidavit in support of the Summons that Transferee Company in the proposed scheme of amalgamation being the holding Company of the Transferor Company, the entire share capital of the Transferor Company is held by the Transferee Company and its nominees. It is further submitted that clause 10 of the Scheme stipulates that the equity shares of the Transferor Company which are held by the Transferee Company and / or its nominees shall stand automatically cancelled and in lieu thereof, no allotment of any shares shall be made by the Transferee Company. Considering the said scheme it is submitted that capital structure of the Transferee Company is not likely to undergo any change and the rights of the existing shareholders of the Transferee Company are not effected in any manner. Ms. Soparkar, learned Advocate appearing on behalf of the applicant has relied upon the order passed by this Court dated 04.12.2006 passed in Company Application No. 619 of 2006 as well as following decisions reported in Companies Cases :

(3.) Therefore, it is submitted that it is not necessary for the Holding Company to take out separate proceedings for amalgamation of wholly owned subsidiary.