Y. K. Sabharwal ( 1 ) BY this application filed u/s. 391 (1) of the Indian Companies Act, 1956 (the "act") applicant seeks directions for convening, holding and conducting the meeting of its equity shareholders and, if necessary, of its secured and unsecured creditors for the purpose of considering and if thought fit approving with or without modifications the proposed Scheme of Amalgamation of Mehrotra Properties Ltd. with the applicant. ( 2 ) THE only question for consideration for the present is whether at this stage notice is required to be issued to the Central Govt. so that the court may take into consideration the representation if made by the Govt. before passing any order u/s 391 (1) of the Act. Mr. Khaitan submits that at this stage notice is not required to be issued to the Central Govt. and in support of the submission reliance is placed upon two decisions, one of Calcutta and another of Madras High Court. The further submission is that in such matters, in the past, this court has not been directing issue of notice to the Central Govt. at this stage. The court, in the past, has been issuing notice to the Central Govt. on filing of petition u/s. 391 (2) of the Act and, therefore, as per past practice, at this stage of consideration of application u/s. 391 (1) notice to Central Govt. is not required to be issued. ( 3 ) THE requirement to send notice to Central Govt. is contained in S. 394-A of the Act which reads : S. 394 A :-"the Court shall give notice of every application made to it u/s. 391 or 394 to the Central Govt. and shall take into consideration the representations, if any, made to it by that Govt. before passing any order under any of these sections. " ( 4 ) A plain reading of S. 394a does not show that notice to Central Govt. is required to be sent only on filing of petition u/s 391 (2) and not at the stage of consideration of application u/s 391 (1) of the Act. The plain reading of S. 394a shows that notice of every application made to Court u/s 391 or 394 should be sent to Central Govt. The Calcutta High Court, however in the matter of Bangeswari Cotton Mills Ltd, 37. The plain reading of S. 394a shows that notice of every application made to Court u/s 391 or 394 should be sent to Central Govt. The Calcutta High Court, however in the matter of Bangeswari Cotton Mills Ltd, 37. Company Cases, 195 while interpreting S. 394 A has held that notice to Central Govt. need not be given at the initial stage when the court makes an order on an application u/s 391 (1) for calling a meeting of the creditors and members and the notice to Central Govt. is to be given only before the Court makes a final order sanctioning the compromise or arrangement on an application u/s 391 (2) of the Act. According to Calcutta High Court there was conflict between rules made by the Supreme Court in exercise of powers u/s 643 of the Act, on the one hand, and the newly inserted S. 394a on the other, on the question of giving notice to the Central Govt. The Companies (Court) Rules were framed in 1959. S. 394a was inserted in the Act by Companies (Amendment) Act, 1965 w. e. f. 15. 1065. The learned Single Judge of Calcutta High Court has held that the rules give a right to a petitioner to move the court exparte and if notice of every application u/s 391 (1) or 391 (6) is given to the Central Govt. to comply with S. 394a of the Act, the petitioner s right to move the the court ex parte would be completely taken away. It has been further held that S. 394 A gives no indication of the deprivation of that right and thus conflict has been created between the rules and S. 394 A. With a view to avoid the said conflict the learned Judge held that notice to General Govt. was not required for making an order u/s. 391 (1) of the Act and notice to Central Govt. was to be given before court sanctions compromise or arrangement on an application u/s 391 (2) of the Act. The learned Judge held that the word "every application in S. 394 A means an application u/s 391 (2) or S. 394 and the words any orders u/s. 394 A was construed to mean any final order . This decision was followed by Madras High Court in Re : W. A. Beardsell and Co. (P) Ltd. 38. Company Cases, 197. The learned Judge held that the word "every application in S. 394 A means an application u/s 391 (2) or S. 394 and the words any orders u/s. 394 A was construed to mean any final order . This decision was followed by Madras High Court in Re : W. A. Beardsell and Co. (P) Ltd. 38. Company Cases, 197. ( 5 ) THE provisions of S. 394 A are unambiguous and clear. The plain reading requires sending of notice of every application u/s 391 or 394 to the Central Govt. The words every application. . .- u/s 391 or 394 in S. 394a necessarily includes an application u/s 391 (1) of the Act. In my view, there is no conflict between the Rules and S. 394 A of the Act. The mere right to move summons ex parte as provided in the Rules does not necessarily mean passing of an ex parte order on an application moved by means of summons. In view of the clear and unambiguous language of S. 394 A, I find it difficult to limit the ambit of S. 394 A by reading words in the said section which do not exist. S. 394a, inter alia, mentions S. 391. It cannot be read as S. 391 (2 ). Likewise for the words any order used in S. 394 A the words any final order cannot be read. I do not see any compelling or overriding need to adopt the course of interpretation adopted by Calcutta and Madras High Courts. With respect, I cannot subscribe to their opinions. For the view I have taken I am fortified by a decision of Allahabad in Re: Hind Auto Industries Ltd. vs. Premier Motors (P) Ltd. 39, Company Cases, 137. As has been noticed by Allahabad High Court on notice being given to the Central Govt. on an application u/s 391 (1) the Central Govt. may draw the attention of the court to certain matters which may make the holding of the proposed meeting or meetings necessary or unnecessary. The Central Govt. may also show that the company proposed to be amalgamated with another is not being run in a satisfactory manner and is liable to be wound up. It may also point out that there is no need for holding a meeting because the Central Govt. itself was about to pass an order u/s 396 of the Act. The Central Govt. may also show that the company proposed to be amalgamated with another is not being run in a satisfactory manner and is liable to be wound up. It may also point out that there is no need for holding a meeting because the Central Govt. itself was about to pass an order u/s 396 of the Act. The light may be thrown by Central Govt. on these and many other matters if notice is given to the Central Govt. of an application u/s 391 (1) as required by S. 394a of the Act. ( 6 ) NO decision of this court has been cited taking any view one way or the other on the applicability of S. 394 A on its plain reading or on its restricted reading. Regarding the contention that in the past this court in most of the matters at the stage of consideration of an application u/s 391 (1) has not been directing issue of notice to the Central Govt. in my opinion, if the past practice or procedure is contrary to the mandate of law it cannot be argued that the court should continue to follow it. ( 7 ) FOR the reasons stated above. I hold that notice to Central Govt. is necessary to be issued before making an order u/s 391 (I) of the Act and I direct accordingly.