Court orders Registrar to approve company name change, emphasizing compliance with Companies Act.

The Court held in favor of the applicant, directing the Registrar of Companies to approve the proposed company name as part of a scheme of amalgamation. The Judge emphasized the mandatory nature of giving notice to the Central Government under the Companies Act and noted that objections to the name change should have been raised earlier in the process. Since no objections were raised during the petition consideration stage, the Registrar was bound to comply with the Court's order sanctioning the scheme, including the name change provision. The Registrar's refusal to record the name change was deemed unjustified, and the name change was directed to be recorded within two weeks.

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Issues:
1. Approval of proposed company name in scheme of amalgamation by Registrar of Companies, Maharashtra.

Analysis:
The judgment concerns an application seeking direction for the Registrar of Companies to approve the proposed name of a company as part of a scheme of amalgamation sanctioned by the High Court. The scheme involved amalgamation between two companies, and the Regional Director had filed an affidavit stating that the scheme proposed a change in the name of the transferee company post-amalgamation. The Judge, while sanctioning the scheme, noted that it complied with the law, did not violate public policy, and had no objections from relevant parties.

The Registrar of Companies later ordered the company to submit fresh names due to a resemblance issue, citing compliance with section 21 of the Companies Act, 1956 as mandatory for name change. The judgment referred to a previous case where it was held that notice to the Registrar of the sanctioned scheme constituted substantial compliance with section 21. The Judge concurred with this view and emphasized the mandatory nature of giving notice to the Central Government under section 394A of the Companies Act.

The Court highlighted that objections to the name change should have been raised during the petition consideration stage, and since none were raised, the Registrar was bound to comply with the Court's order sanctioning the scheme, including the name change provision. Therefore, the Court held that the Registrar's refusal to record the name change as per the Court's order was unjustified. Consequently, the Company Application was allowed, and the name change was directed to be recorded within two weeks from the judgment date.

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