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TMI Blog2016 (4) TMI 3X X X X Extracts X X X X X X X X Extracts X X X X ..... not be any impediment for this Court to allow all these company petitions. Accordingly, all the company petitions are allowed as prayed for. - C.P. No. 509 to 511 of 2015 - - - Dated:- 8-2-2016 - K. Ravichandrabaabu, JJ. For the Petitioners : Mr. P. S. Suman, Mr.G.Venkatesan For Official Liquidator: Mr. P. Atchuta Ramaih ORDER Company Petition No. 509 of 2015 is filed by the demerging Company praying that the scheme of arrangement between M/s. Operational Energy Group India Private Limited, M/s. OEG Solar Energy Private Limited and M/s. Sri Balaganapathy Mills Limited be sanctioned with effect from 1st April, 2013, so as to bind all the shareholders of the demerging company and the resulting company and further praying ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act does not arise. The report further proceed to state that the Charted Accountant who have inspected the books of accounts and other records have found that the demerging Company has not been conducted in a manner which is prejudicial to the interest of the members or public interest and they have not come across any transaction involving act of misfeasance, attracting provisions under Section 542/543 of the Act. 4. The learned Official Liquidator submitted that in view of the report filed by him, it can be recorded that he is not having any objection as against these petitions filed by the respective petitioners. 5. The Regional Director filed an affidavit dated 07.01.2016 wherein, it is stated that the scheme of arrangem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and for dispensing with the calling and holding of the meeting of the equity shareholders of the demerging Company in relation to the scheme. He further submitted that insofar as the resulting Company No.1 namely, OEG Seller Equity Pvt. Ltd. is concerned, there are totally two shareholders and both of them have given their consent affidavits approving the entire scheme of arrangement and also consenting for dispensing with the calling and holding of the meeting of the equity shareholders of the resultant Company No. 1 in relation to the scheme. Insofar as the resultant Company No. 2 is concerned, the learned counsel appearing for the petitioner submitted that this Court while ordering Company Application No. 928 of 2015, dated 27.08.2015 f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng to the objection of the Regional Director as to the change of name, it may be noted that as per clause 15 of the scheme, upon the scheme being sanctioned, the name of the transferee company shall be changed to ''M/s. Michelin India P.Ltd.''. Normally, but for the scheme presented under Section 391 of the Companies Act, to effect such a change in the name of a company, the procedure under section 21 of the Companies Act as amended by Section 13 of the 2013 Act has to be complied with. However, in terms of the scheme passed by the requisite majority as laid down under Section 391 of the Companies Act complying with the procedure laid down thereon, I do not find that there exists any necessity to have a repeated exercise of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .Ltd., and also in the decisions cited supra by learned senior counsel for the petitioners. Thus, the objection raised by the Regional Director is satisfactorily explained.'' 9. In Company Petition Nos. 299 and 300 of 2015, the learned Single Judge of this Court in the order made on 13th October, 2015, while considering the same objection, has observed as follows; ''The Regional Director, Ministry of Company Affairs has filed his report objecting the scheme as follows:- ''The Regional Director, Ministry of Company Affairs has filed his report objecting the scheme as follows: Para 15 of Part B of the scheme of amalgamation contemplates to change the name of the transferee company as Polaris Banyan H ..... X X X X Extracts X X X X X X X X Extracts X X X X
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