Monday, August 17, 2015

Transferee-Co. can change its name as per Amalgamation Scheme without adhering to Companies Act

Where scheme of amalgamation provided that name of transferee company would be deemed to have been changed to name of transferor company then there is no need to follow the procedures and rules laid down under Companies Act for such change of name.
Facts
·         In pursuant to a scheme of amalgamation sanctioned under Section 391 of CompaniesAct, 1956 (corresponding to section 230 of Companies Act, 2013), it was decided that name of transferee company would be deemed to have been changed to name of transferor company.
·         However, Regional director raised an objection that Transferee Company should follow the procedures laid down under Section 21 of Companies Act, 1956 (corresponding to section 13 of Companies Act, 2013) for such name change even if scheme of amalgamation itself provides for such change.
The High Court held that-
·         Section 391 is a complete Code under which the Court can sanction a Scheme of amalgamation containing all the alterations required in the structure of the Company for the purpose of carrying out the Scheme.
·         In the instant case, scheme was passed through the procedure laid down under Section 391 and approved by the majority of the shareholders.

·         Hence, there was no need to follow the repetitive procedures laid down under Section 21 for name change when sanctioned scheme of amalgamation itself provide for the same- Michelin India (P.) Ltd. v. Michelin India Tamilnadu Tyres (P.) Ltd. [2015] 60 taxmann.com 220 (Madras)
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