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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 ..... titioner Company without the procedure for winding up. 2. After admitting these petitions, notice to the Regional Director, Southern Region, Ministry of Corporate Affairs, Union of India, The Registrar of Companies, Chennai and Official Liquidator was issued. 3. Before presenting these Company Petitions, the transferor and transferee Companies separately filed Company Application Nos. 1092 and 1093 of 2015, seeking to dispensing with the convening, holding and conducting of the meeting of the equity shareholder of their Company for the purpose of considering the scheme of amalgamation. 4. On 28.10.2015, this court passed an order in both the above Company Application Nos.1092 and 1093 of 2015, dispensing with the convening of the meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... avit reads as follows: ''9) It is respectfully submitted that clause 16 of the scheme provides that the name of the transferee company will be changed to ''TVS Investments Limited'' without going through the procedures laid down under the Companies Act, 2013 and rules framed thereunder. However the Company may be directed to follow the procedures by filing e-form before the ROC, Chennai.'' 7. Mr.T.K.Bhaskar, learned counsel appearing for the petitioner submitted that since, the amalgamation scheme has been passed with the consent of the 100% shareholders, as noticed by this Court, while dispensing with the convening of the meeting of both transferor and transferee companies and in view of the clause 16 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ds as follows; ''16. Now coming 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 ne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ust 19,2006 in the matter of K.P.R.Mill P.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." 11. 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 compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eme of amalgamation consented by the 100% equity shareholders also containing the clause for change of name of the transferee Company under clause 16 therein, makes it abundantly clear that there is no necessity for repeating the exercise once again for the purpose of change of the name of the company. Clause 16 of the scheme of amalgamation reads as follows: ''CHANGE OF NAME OF THE TRANSFREE COMPANY Upon the scheme becoming effective, without any further act or deed, the Transferee company shall be renamed as ''TVS Investments Limited''. The approval and consent of the Scheme by the Shareholders of the Transferee Company shall be deemed to be the approval of shareholders by way of special resolution for change o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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