2009 (12) TMI 503

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....anian for Mr. G.R. Hari for Ram & Ram, learned counsel for the respondent. 3. Primarily there are two contentions which arise in support of the petition. The first is that the cheques were drawn on 15-3-2008, in the name of M/s. Narmada Chemicals (P.) Ltd., and on the date of cheque, such company was not in existence as the company had undergone a change of name to M/s. Power Soaps (P.) Ltd., with effect from 1-2-2008 and was again converted to M/s. Power Soaps Ltd., with effect from 4-3-2008, as notified by the Registrar of Companies. The contention is that the cheques have been drawn in the name of a non-entity and, therefore, they were not valid under the Negotiable Instruments Act, 1881, enforceable in law. This contention is met by ....

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....of the company as its incorporation was not in any manner affected by the mere change of name. It continued to possess the same rights and remained subject to the same obligations as before the change . . . . On a revision, a Division Bench of this Court affirmed the amendment and observed as follows (Kalipada Sinha v. Mahalaxmi Bank Ltd. AIR 1966 Cal. 585, 586) : 'Section 21 enables a company to change its name by a given method, viz., by a special resolution and with the approval of the Central Government signified in writing. It does not provide for altering the entity but only the name. This is also made quite clear by the provisions of section 23. Sub-section (1) of section 23 states that where a company changes its name in pursu....

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.... the company as it existed will stand dissolved and a new company will come into existence. 23. Sub-section (3) of section 23 provides that change of name will not affect any right or obligation of the company and that legal proceedings in the old name will not be rendered defective but will be continued by or against the company in its new name. The expression used in the section is 'the company' and not 'old company', or 'new company', or 'dissolved company'. There are further indications that in spite of a change of name, the entity continues. 24. For the above reasons, we hold that on a change of its name, a company does not stand dissolved nor any new company comes into existence. It follows that after change of its name, if any ....