Comment on the following: Merger of a 'Subsidary' Company into 'Holding' Company.

Section 233(1) provides that notwithstanding the provisions of section 230 and section 232, a scheme of merger or amalgamation may be entered into between a holding company and its wholly-owned subsidiary company or such other class or classes of companies as may be prescribed, subject to the following, viz.:- a notice of the proposed scheme inviting objections or suggestions, if any, from the Registrar and Official Liquidators where registered office of the respective companies are situated or persons affected by the scheme within 30 days is issued by the transferor company or companies and the transferee company; the objections and suggestions received are considered by the companies in their respective general meetings and the scheme is approved by the respective members or class of members at a general meeting holding at least 90% of the total number of shares; each of the companies involved in the merger files a declaration of solvency, in the prescribed form, with the Registrar of the place where the registered office of the company is situated; and the scheme is approved by majority representing nine-tenth in value of the creditors or class of creditors of respective companies indicated in a meeting convened by the company by giving a notice of 21 days along with the scheme to its creditors for the purpose or otherwise approved in writing. The scheme is to be sent to Regional Director for approval under 'Fast Track Mode'.