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2016 (5) TMI 731 - MADRAS HIGH COURT

2016 (5) TMI 731 - MADRAS HIGH COURT - TMI - Scheme of amalgamation - change of the name of the company - Held that:- this Court while dispensing for the convening of the meeting of transferor and transferee company has taken note of the fact that 100% equity shareholders of both the companies have filed their consent affidavits. Thus, the scheme of amalgamation consented by the 100% equity shareholders also containing the clause for change of name of the transferee Company under clause 16 there .....

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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 Act, 1956, seeking for sanction of the scheme of amalgamation between the petitioner/transferor company .....

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d 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 of the equity shareholders by taking note of the fact that there are 8 equi .....

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t 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 o .....

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6 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 .....

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Investments Limited. He further submitted that the similar objection raised by the Regional Director in other similar matters 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 .....

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the fact that the company therein has explained that the objection raised was not sustainable. Para Nos. 16 and 18 of the decision of this Court dated 04.02.2015, reads 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 present .....

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mended by Section 13 of the 2013 Act....." "18) It seems to me, on a closer reading of section 13 of the 2013 Act, as also section 21 of the Companies Act, 1956, to which I will presently refer that the amalgamation is principally an internal arrangement of the company for a mutual benefit in enlarging its capital base. Normally, the procedure under Section 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 conve .....

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sed change of name of the company and the approval of the Central Government thereupon for changing the company's name. It may be noted that Chapter V is a complete code by itself on the subject of arrangement/ compromise and reconstruction comprehensive enough to include a change in the name consequent on the amalgamation or arrangement. Similar view was taken by this court in C.P.Nos.133 to 135 of 2006, dated August 19,2006 in the matter of K.P.R.Mill P.Ltd., and also in the decisions cite .....

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pany 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 company as Polaris Banyan Holding Private Limited without going through the procedures enunciated under Section 13 and other applicable provisions of the Companies Act, 2013. This is objected to. The transferee company may be directed to go through the procedure enunciated under Section 13 and other applicable provisions and rules fr .....

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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 Companies Act, 1956 does not arise.'' 12. In this case, as I have already pointed out, this Court while dispensing for the convening of the meeting .....

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algamation 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 of name as contemplated herein under Section 13 of the Companies Act, 2013 (correspondin .....

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