The affairs of the holding company do not include the affairs of the subsidiary company. A shareholder of the holding company cannot file a petition under Sections 397 and 398 of the Companies Act against the subsidiary companies, as he has not fulfilled the requirement of Section 399(4) of the Act.

B. RAJENDRAN, J

1. These letters patent appeals arise out of the common order dated 03.06.2002 passed by the learned single Judge in C.M.A. No. 2018 and 2036 of 2000. Inasmuch as the issues involved in all these appeals are one and the same and the parties to the appeals are also same, by consent of counsel for both sides, the appeals are taken up together and are disposed of by this common judgment.

2. All these proceedings are concerned with the affairs of management of a Company called Amalgamation Private Limited, which is the holding company of several other companies, which are all either 100% owned and controlled by the holding company and some of the subsidiary companies themselves are holding companies, which are sought to be arrayed as parties in the Company Petition by the respondent by taking out an company application before the Company Law Board for necessary action under Section 397 of the Companies Act, hereinafter referred to as the Act.

3. The proceedings originated by filing of Company Petition No. 94 of 1999 filed by Shankar Sundaram, respondent in the appeals, complaining of oppression and mismanagement by the majority group under Sections 397 and 398 of the Act. In the said Company Petition No. 94 of 1999, the deceased Srisailam, Director and one Krishnamoorthy have filed Company Application No. 48 of 2000 mainly to delete the name of subsidiary companies from the array of parties in the Company Petition and also to dismiss the Company Petition itself as not maintainable in view of certain preliminary objections raised by the holding company.

4. The Company Law Board allowed the Company Application No. 48 of 2000 by ordering to delete the names of the subsidiary companies from the array of parties, however rejected the prayer for dismissing the main Company petition on the preliminary objection itself. The Company Law Board further directed that the holding company shall give reply on all the allegations in the company petition, including those concerning subsidiary companies. The Company Law Board also gave liberty to the respondent to seek investigation into the affairs of the subsidiary company by filing separate petition under Section 214 (2) read with Section 235 of the Companies Act.

5. Aggrieved by the said order of the Company Law Board, the petitioner in C.P. No. 94 of 1999 and respondent in the Letter Patent Appeal namely Shankar Sundaram filed C.M.A. No. 2018 of 2000 against that part of the order of the Company Law Board ordering to delete the name of the subsidiary companies from the array of party. The holding company namely Amalgamations Limited filed separate appeal against the portion of the order of the Company Law Board granting liberty to the respondent to file separate petition under Sec. 214 (2) read with Sec.235 of the Companies Act for appropriate direction in C.M.A. No. 2036 of 2000.

6. Though these appeals were taken up together, by two separate orders passed on 03.06.2002, the learned single Judge allowed C.M.A. No. 2018 of 2000 filed by Shankar Sundar and dismissed the appeal filed by the holding company in C.M.A. No. 2036 of 2000.

7. Aggrieved by the order of the learned single Judge, LPA Nos. 129 and 131 of 2002 were filed. LPA No. 129 of 2002 was filed by the holding Company represented by Mr. Sivasailam and Mr. Krishnamoorthy. LPA No. 130 of 2002 was filed by the holding company itself against the order in CMA No. 2036 of 2000. LPA No. 131 of 2002 was filed by the subsidiary companies, whose names are sought to be included by the respondent. Thus, all the three appeals are before us.

8. The brief facts about the case is that the company application was filed by the respondent Shankar Sundaram, who is holding 10% share in the Amalgamations Limited, which is the holding company. The company has got 38 subsidiaries and some of the subsidiaries are in turn holding companies of other subsidiaries. The respondent has arrayed only 17 subsidiaries as respondents in the comp