SUDHIR AGARWAL,J. - (1.) THIS amalgamation application under Section 391(1) read with Section 394 of Companies Act, 1956 (hereinafter referred to as "Act 1956") has been filed in the matter of Scheme of Amalgamation of Ganges Concast Industries Limited, having registered office at Village Khera, Post Dasna, Delhi Hapur Road, Pilkhuwa, Ghaziabad (transferor company) and M/s Salasar Stainless Ltd. having its registered office at 28/10, 2nd Floor, East Patel Nagar, New Delhi -110008, (transferee company). A copy of proposed scheme of amalgamation has also been filed along with the application.
(2.) THE transferor company, it is said, is a wholly owned subsidiary of transferee company. Entire share capital of transferor company is held by transferee company and its nominee share holders are seven in number. The transferor company as on 31.03.2014 had no secured creditor. There are two unsecured creditors. It is said that the shareholders and unsecured creditors have given their consent for the proposed scheme of amalgamation and, therefore, an application has been filed requesting that meetings of share holders and unsecured creditors of transferor company be dispensed with and transferor company be allowed to file second motion petition under Section 391(2) and Section 394 of Act 1956 for further directions.
(3.) THE transferee company, having its registered office at Delhi, in respect thereof, proceedings have been initiated at Delhi High Court. Consent letters of share holders and unsecured creditors have been filed alongwith application as Annexures A -1/4 and A -1/6. Learned counsel for the applicant contended that since transferor company is wholly owned subsidiary company of transferee company, no new shares are proposed to be issued on amalgamation. The scheme of amalgamation will not affect rights of share holders and creditors of transferee company and shall not entail in any arrangement between share holders and creditors of transferee company. Since share holders and unsecured creditors have given their consent, and no proceedings under Sections 235 to 251 of Act 1956 are pending against applicant, the requirement of convening meetings of shareholders and creditors of transferor company be dispensed with.;