2009 (2) TMI 460 - HC - Companies Law

Amalgamation - approval of the proposed name of the company which is a part of the scheme of amalgamation sanctioned by an order of this Court dated 28-9-2008 - Held that - Subject to any orders that may be passed, in the event of the Regional Director/RoC adopting any proceedings, the RoC is bound to comply with the order of this Court sanctioning the scheme including by changing the name as provided in clause 25 thereof. In the circumstances, it must be held that refusal by the RoC to record the change in the name in compliance with the order of this Court dated 28-9-2008 is not justified.

Summary

Issues:
1. Approval of proposed company name in scheme of amalgamation by Registrar of Companies, Maharashtra.

Analysis:
The judgment concerns an application seeking direction for the Registrar of Companies to approve the proposed name of a company as part of a scheme of amalgamation sanctioned by the High Court. The scheme involved amalgamation between two companies, and the Regional Director had filed an affidavit stating that the scheme proposed a change in the name of the transferee company post-amalgamation. The Judge, while sanctioning the scheme, noted that it complied with the law, did not violate public policy, and had no objections from relevant parties.

The Registrar of Companies later ordered the company to submit fresh names due to a resemblance issue, citing compliance with section 21 of the Companies Act, 1956 as mandatory for name change. The judgment referred to a previous case where it was held that notice to the Registrar of the sanctioned scheme constituted substantial compliance with section 21. The Judge concurred with this view and emphasized the mandatory nature of giving notice to the Central Government under section 394A of the Companies Act.

The Court highlighted that objections to the name change should have been raised during the petition consideration stage, and since none were raised, the Registrar was bound to comply with the Court's order sanctioning the scheme, including the name change provision. Therefore, the Court held that the Registrar's refusal to record the name change as per the Court's order was unjustified. Consequently, the Company Application was allowed, and the name change was directed to be recorded within two weeks from the judgment date.