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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