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TMI Blog2016 (5) TMI 731X X X X Extracts X X X X X X X X Extracts X X X X ..... states that there is no objectionable feature in the scheme of amalgamation which is detrimental either to the employees of the transferor company or of the transferee company. The said scheme is not violative of any statutory provisions. The scheme is fair, just, sound and is knot against any public policy or public interest. No proceedings are pending under sections 231 to 237 of the Companies Act, 1956. All the statutory provisions are complied with. - C. P. Nos. 486 and 487 of 2015 - - - Dated:- 5-2-2016 - K. Ravichandrabaabu, J. For the Petitioner : Mr. T. K. Bhaskar, Mr. P. Atchuta Ramiah, Official Liquidator, Mr. G. Venkatesan ORDER Both these company petitions are filed under Sections 391 to 394 of the Companies Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or as well as the Regional Director filed their respective reports and affidavits before this Court. In the report of the Official Liquidator, it is stated that the examination of the records of the transferor Company with the Registrar of Companies shows no adverse objection affecting the interest of the Company or its members or creditors or prejudicial to the public interest was noticed. It is further stated in the report that the business of the transferor Company has not been carried on with intend to defraud or any other purpose or for any fraudulent purpose attracting the provisions of Section 542 of the Companies Act. Therefore, the Official Liquidator sought for passing appropriate orders on these applications. 6. The Regional D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was considered by this Court and rejected in C.P. Nos. 391 and 392 of 2014, dated 04.02.2015 reported in [2015] 192 Comp Cas 152 (Mad) and an unreported decision made in C.P. Nos. 299 and 300 of 2015, dated 13.10.2015. Thus, he contends that the issue involved in this case is squarely covered by these decisions. 8. On the other hand, the learned counsel appearing for the Regional Director submitted that what the Regional Director wanted the petitioner Company is to follow the procedure laid down under the Companies Act for effecting the name change and therefore, this Court can pass appropriate orders taking note of the said objection. 9. Heard both sides. 10. There is no dispute to the fact that the similar objection raised by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 21 of the Companies Act, as amended as section 13 of the 2013 Act, has to be complied with. However, it may be noted that on conversion, a company does not cease to exist to bring into existence any new company. In the scheme of things to emerge on an amalgamation, a transferor company is united with the transferee company. The scheme herein contemplates a change in their name. In the face of such facts, the question is whether the petitioner is to be subjected to the procedure under section 21 of the Companies Act, as amended as section 13 of the 2013 Act. This section requires special resolution to be passed on the proposed change of name of the company and the approval of the Central Government thereupon for changing the company's ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor has no other objection to the scheme being sanctioned and to the above objection, the learned counsel for the petitioner has given explanation and in view of the explanation submitted by the learned counsel for the petitioner and from the reading of the Sec. 13 of the Companies Act and this Court is of the view that the sole objection raised by the Regional Director is satisfactorily explained by the learned counsel for the petitioner. Moreover, the Official Liquidator has also filed his report along with the report of the Chartered Accountant and the report of the Chartered Accountant states that the transferor company has no unpaid or unclaimed dividends and hence, the question of commenting on compliance of Section 205 A of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... view that since the only objection raised by the Regional Director at para No 9, has been fully explained by the petitioner with support of the decision made by this Court in other similarly situated matters, such objection can be rejected. In fact except this objection, it is specifically stated by the Regional Director that they have decided not to make any objection in the scheme. 14. I have further perused the scheme filed in the company petitions. The Scheme states that there is no objectionable feature in the scheme of amalgamation which is detrimental either to the employees of the transferor company or of the transferee company. The said scheme is not violative of any statutory provisions. The scheme is fair, just, sound and is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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