Violation in amalgamation of three private company.
This query is : Resolved
06 April 2012
there are three company A,B,C amalgamated and comes with new company ,D' but they give the old name to the new company as ,A' as per the which section of company act, 1956 the company make violation.
06 April 2012
There is no violation of the Companies Act here. Once the Companies A, B and C are merged and D is formed the names A, B and C are deleted from register of companies and those names are made available for any others.
Hence naming of D as A is in not violation of Companies Act.
Hence naming of D as A is in not violation of Companies Act.
06 April 2012
The expert is correct any number of companies can be nmerged, amalgamated with any single company provided it is done through High Court's order and proper stamp duty is paid. Rest follow the advise of the expert
06 April 2012
There is no voilation of any rule as per companies act.
06 April 2012
that means whether company can come in exist after amalgamation with old name that is ,A'
after deletion of three company but the new company make agreement with new names then there is no violation in company provision if not then in what similar condition it is possible.
thanks in advance
after deletion of three company but the new company make agreement with new names then there is no violation in company provision if not then in what similar condition it is possible.
thanks in advance
03 August 2025
Great question! Here’s the clear explanation regarding **naming of the new company after amalgamation under the Companies Act, 1956:**
---
### Scenario Recap:
* Three companies: A, B, and C amalgamate.
* A new company, say D, is formed.
* This new company uses the old name **"A"** (the name of one of the amalgamating companies).
---
### Is this a violation of the Companies Act, 1956?
**No violation** under the Companies Act, 1956 if the following conditions are met:
1. **Amalgamation Order from the Court:**
* Amalgamation should be sanctioned by the High Court or relevant authority as per Section 394/395 of the Companies Act.
2. **Names of Old Companies Struck off:**
* After amalgamation, names of the old companies A, B, and C are removed from the Register of Companies.
* These names then become available for registration again.
3. **New Company Using Old Name:**
* The new company (D) can apply to the Registrar of Companies (ROC) to get the name "A" allotted.
* As the old company "A" ceases to exist legally post amalgamation, there is no conflict or violation in using the same name.
---
### When could it be a violation?
* If the new company tries to **use the old company’s name before the old company is officially dissolved or struck off.**
* If the name “A” is **still registered or in use by any other company** at the time of the new company’s registration.
* If **proper permissions and approvals** (including from ROC) are not obtained for name approval.
* If there is **any misleading conduct or fraud** involved in name usage.
---
### Key sections involved:
* **Section 394 & 395** – Sanction of amalgamation by the Court.
* **Section 22** – Registration of company and approval of name.
* **Section 39** – Name and its availability.
---
### Summary:
| Condition | Allowed? |
| ---------------------------------------------------------- | ---------------- |
| New company formed after amalgamation | Yes |
| Use of old company’s name after dissolution of old company | Yes |
| Use of old company’s name before dissolution | No (violation) |
| Proper ROC approval for name | Must be obtained |
---
**So in your case:**
* If the old companies A, B, C have been dissolved and struck off officially,
* And the new company applies and gets approval for name “A” from ROC,
* Then no violation occurs.
---
If you want, I can help draft a detailed legal note or help you with the relevant sections and procedures for this matter. Want me to do that?
---
### Scenario Recap:
* Three companies: A, B, and C amalgamate.
* A new company, say D, is formed.
* This new company uses the old name **"A"** (the name of one of the amalgamating companies).
---
### Is this a violation of the Companies Act, 1956?
**No violation** under the Companies Act, 1956 if the following conditions are met:
1. **Amalgamation Order from the Court:**
* Amalgamation should be sanctioned by the High Court or relevant authority as per Section 394/395 of the Companies Act.
2. **Names of Old Companies Struck off:**
* After amalgamation, names of the old companies A, B, and C are removed from the Register of Companies.
* These names then become available for registration again.
3. **New Company Using Old Name:**
* The new company (D) can apply to the Registrar of Companies (ROC) to get the name "A" allotted.
* As the old company "A" ceases to exist legally post amalgamation, there is no conflict or violation in using the same name.
---
### When could it be a violation?
* If the new company tries to **use the old company’s name before the old company is officially dissolved or struck off.**
* If the name “A” is **still registered or in use by any other company** at the time of the new company’s registration.
* If **proper permissions and approvals** (including from ROC) are not obtained for name approval.
* If there is **any misleading conduct or fraud** involved in name usage.
---
### Key sections involved:
* **Section 394 & 395** – Sanction of amalgamation by the Court.
* **Section 22** – Registration of company and approval of name.
* **Section 39** – Name and its availability.
---
### Summary:
| Condition | Allowed? |
| ---------------------------------------------------------- | ---------------- |
| New company formed after amalgamation | Yes |
| Use of old company’s name after dissolution of old company | Yes |
| Use of old company’s name before dissolution | No (violation) |
| Proper ROC approval for name | Must be obtained |
---
**So in your case:**
* If the old companies A, B, C have been dissolved and struck off officially,
* And the new company applies and gets approval for name “A” from ROC,
* Then no violation occurs.
---
If you want, I can help draft a detailed legal note or help you with the relevant sections and procedures for this matter. Want me to do that?
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