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Issues involved: Whether the Registrar of Companies can insist on additional compliance of section 21 of the Companies Act, 1956 after the High Court has sanctioned a scheme for amalgamation including a name change.
Analysis: 1. Background: The case involved a scheme of amalgamation between two companies, with a change of name included. The High Court, after considering objections from the Registrar of Companies, sanctioned the scheme without imposing any conditions related to compliance with section 21 of the Companies Act, 1956. 2. Registrar's Objection: The Registrar of Companies refused to issue the name change certificate based on the interpretation that the High Court's order did not grant the power to change the name and that such power lies with the Central Government under section 21. 3. Court's Decision: The High Court rejected the Registrar's objection, emphasizing that once the Court sanctions a scheme with a name change, it is not open for the Registrar to demand compliance with section 21 separately. The Court clarified that the Registrar cannot add conditions that were not part of the Court's order. 4. Jurisdictional Issue: The Court addressed the argument that the Central Government's power to accord the name was not within the Court's jurisdiction under section 394. The Court dismissed this argument, stating that the Central Government had the opportunity to challenge the Court's decision but did not do so. 5. Certificate Format: The Court ruled that the Registrar must issue the name change certificate based on the Court's order, even if the format requires a company resolution reference. The Court emphasized that the Court's order should suffice as the basis for issuing the certificate. 6. Final Decision: The Court directed the Registrar to comply with the High Court's order and effect the name change without insisting on compliance with section 21. The Registrar was given a deadline of 10 days to issue the necessary certificate, and the application was allowed without costs.
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