JUDGMENT
S.K. Keshote, J.
1. The applicant Jaipur Polyspin Limited filed this application under Rules 6 and 9 of the Companies (Court) Rules, 1959 (for short, “the Rules, 1959”), praying therein for dispensing with filing of a separate company application with the Jaipur Bench and instead to allow filing of a joint company application at the principal seat of the court.
2. The joint application is to be filed for amalgamation of Jaipur Polyspin Limited (hereinafter shall be referred to as “the transferor company”) with the Rajasthan Spinning and Weaving Mills Limited (hereinafter shall be referred to as “the transferee company”). The registered office of the transferor company is situated at D-60, Sawai Madho Singh Circle, Bani Park, Jaipur, whereas the registered office of the transferee company is situated at “Kharigram, P.O. Gulabpura, District Bhilwara, Rajasthan.
3. The applicant submitted that as the registered office of the transferor and transferee companies are situated in Jaipur and Bhilwara Districts, the applications are to be filed for amalgamation of the transferor company with the transferee company, at Jaipur and Jodhpur. To avoid the lot of paperwork for the applicant-companies involving lot of time and money, moreover precious time of the courts will be wasted, the prayer has been made for grant of permission to file a joint petition at Jodhpur.
4. Heard learned Counsel for the applicant and perused the entire record of the application.
5. Rule 6 of the Rules, 1959, provides that save as provided by the Act or by these Rules, the practice and procedure of the court and the provisions of the Code so far as applicable, shall apply to all proceedings under the Act and these Rules ; the Registrar may decline to accept any document which is presented otherwise than in accordance with these Rules, or the practice and procedure of the court.
6. The Registrar means, the Registrar of the High Court.
7. Rule 9 of the Rules, 1959, lays down that nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the court to give such directions or pass such orders as may be necessary for the ends of justice or to prevent abuse of the process of the court.
8. The procedure and the practice to be followed for the presentation, filing, directions and final decision on applications filed under Sections 391 and 394 of the Companies Act, 1956 (for short, “the Act, 1956”) is provided in Rules 67 to 87 of the Rules, 1959.
9. Having gone through the entire rules aforesaid of the Rules, 1959, I nowhere find that the joint petition for amalgamation of the transferor company and the transferee company is barred. The Rules, 1959, are conspicuously silent as regard the filing of separate or joint applications for amalgamation of the transferor company with the transferee company.
10. As a company judge I have experience of this Court that ordinarily transferor and transferee companies file separate applications for consideration of the scheme of amalgamation, in cases where the registered offices of the companies are situated within the one State. In case where the registered offices of the companies are situated in different States, there cannot be two views that the applications are to be filed separately at two different High Courts. In some cases, may be few in number, joint petitions have been filed in the cases of the companies having their registered offices in the same State.
11. Be that as it may, whether a joint petition is maintainable or not for amalgamation of the transferor company with the transferee company, this application filed by the applicant is wholly misconceived and misplaced. The registered offices of the two companies are situated within the State. The question of taking permission for filing of joint application would have arisen only in case such an objection is raised by the Registry or by the court or where such a permission is necessary to be obtained in the Act, 1956 or the Rules, 1959.
12. Looking to the entire scheme of the Rules, 1959, and the Act, 1956, 1 am of the opinion that ordinarily the separate applications are to be filed at the Bench or at the principal seat of the court, as the case may be, within which jurisdiction the registered office of the given company is situated. That apart, prejudice or inconvenience is not likely to cause to the applicant where two separate applications for consideration of the scheme of amalgamation of the transferor company with the transferee company are filed at the Bench or at the principal seat of the court, as the case may be, within which jurisdiction the registered offices of the companies are situated.
13. The ground as mentioned in para. No. 5 of the application, reads as under :
That filing of separate company application for a common subject-matter will not be in the interest of justice as it would unnecessary burden lot of paperwork for the applicant companies involving lot of time and money, moreover precious time of the courts will be wasted as the matter can be disposed of in a joint company application and/or petition.
14. Where we go by the substance of the matter it is only a ground given for the sake of the ground. To avoid lot of paperwork for the applicant companies involving lot of time and money or moreover precious time of the courts to be wasted, these are laudable grounds given but in substance and reality it is nothing but only an application for the sake of the application. The registered office of the transferor company is situated in Jaipur. The paperwork involving lot of time and money, which would be required for filing of the application for consideration of the scheme of amalgamation of the transferor company in the transferee company, would not be more than what it has been consumed by the applicants in filing of this application. Similarly, the time and money exactly what it would have been consumed and required for application of the transferee company for consideration of the scheme of amalgamation, is likely to consume in a joint petition at Jodhpur. Thus, all these grounds given to justify for filing of this application are not the grounds in reality and in fact and substance it is unnecessary litigation and further it has consumed valuable and precious time of the court despite of the fact that it is not unknown to the applicant that the court is already overburdened with the work. In my opinion it was wholly avoidable, uncalled for and unnecessary litigation and the applicant has also wasted its own time and money in filing thereof.
15. At the cost of repetition it is stated that looking to the scheme of the Act or the Rules I am of the opinion that ordinarily separate applications are to be filed by the transferor and the transferee companies for consideration of the scheme of amalgamation by its shareholders, secured and unsecured creditors etc.
16. It is not gainsaid that as regards the division of the work the notification of establishment of the Bench of the Rajasthan High Court at Jaipur is very explicit and clear, all the cases arising from any district of the State can be filed at the principal seat. The bar may be of filing of the cases at the Bench arising from the district, which are under the jurisdiction of the principal seat of the court.
17. As a result of the aforesaid discussion this application fails and the same is dismissed.