Change of name after merger & aquisition

This query is : Resolved

Megha Gajjar (Querist)
Follow

09 July 2013 Hello, plz can anyone provide me the procedure of change of name of the company immediately after merger of the company, for example if co. A and Co. B is merging after merger name of the company is A but company want Name B, so, is it possible to change immediately change name from A to B??

Ajay Mishra

Ajay Mishra (Expert)
Follow

09 July 2013 Hi

Change of name of the company pursuant to scheme of amalgamation:

Under section 21 the Company is required to pass a special resolution and obtain approval of the Central Government (powers delegated to the Registrar of Companies) for change of its name. The change in the name of the company cannot be effected merely on the scheme becoming effective the transferee company has to adopt proceedings for change of name after complying with the provisions of section 21 of the Companies Act, 1956. [Govind Rubber Ltd. in re. (1995) 83 Comp Cas 556 (Bom)].

In Sherno Investment & Finance Limited v. Registrar of Companies - (2006) 70 CLA 21 (Guj) the Court held that when the proposed scheme was approved on the basis of the resolution of the company, the same can be the basis for change of name also, together with the sanction passed by this High Court in the event of such meeting is dispensed with by the High Court, while sanctioning the scheme under Section 394, mere reference to the order of the court will be sufficient. It is not open to the Registrar of Companies to raise objection for change of name, which forms part of the scheme of amalgamation dulv sanctioned by the High Court on the ground that separate procedure under Section 21 of the Act is not followed or is required to be followed. It is for the opponent Registrar of Companies to issue necessary certificate by implementing the order already passed by this court.

Ajay Mishra

Ajay Mishra (Expert)
Follow

09 July 2013
Amalgamation of companies if they are in different States:

Where the Court/Tribunal having jurisdiction over the transferor company has sanctioned the amalgamation, the transferor company shall after the sanction of the scheme, file a certified copy of the order alongwith the order of the Court/Tribunal with the Registrar of Companies and shall also send a copy to the transferee company. As soon as the scheme of amalgamation has been sanctioned, the transferee company will also file a certified copies of the orders with the Registrar of Companies alongwith a copy received from the transferor company. The Registrar of Companies having jurisdiction over the transferor company will cancel the name of the company from his Register. On the other hand, the Registrar having jurisdiction over the transferee company shall register the Court/Tribunal's order and issue a certificate to the transferee company.

You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now