Q Can the Transferee Company 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 but Regional Director raised an objection that transferee company would follow Procedures and Rules laid down for such change of name, scheme being passed by requisite majority as laid down under section 391 there did not exist any necessity to have a repeated exercise of same in terms of section 21 of Companies Act, 1956 as amended by section 13 of Companies Act, 2013
It is apt and appropriate to point out that the Court is given wide powers under Section 391 of the Companies Act, 1956, to frame a Scheme for the revival of a Company. Section 391 is a complete Code under which the Court can sanction a Scheme containing all the alterations required in the structure of the Company for the purpose of carrying out the Scheme. In considering a Scheme under Section 391, the Court should be satisfied (1) that the statutory provisions are complied with, (ii) that the class affected by the Scheme has been properly represented and (iii) that the arrangement is such that a man of business would reasonably approve. (para 21)
In the light of the fact that the Scheme is passed through the procedure laid down under Section 391 of the Companies Act and approved by the majority of the shareholders, I do not find that there exists any necessity to have a repeated compliance of the same in terms of Section 21 of the Companies Act, as amended as Section 13 of the 2013 Act. (para 22)
HIGH COURT OF MADRAS
Michelin India (P.) Ltd.
Michelin India Tamilnadu Tyres (P.) Ltd.
C.P. NOS. 391 & 392 OF 2014
FEBRUARY 4, 2015