The judgment established the principle that the notice given to the Regional Director constituted substantial compliance with Section 21 of the Companies Act, 1956, and emphasized the mandatory notice requirement to the Central Government under Section 394(A).

1. The Applicant has sought an order directing the Registrar of Companies, Maharashtra to approve the proposed name of the company which is a part of the scheme of amalgamation sanctioned by an order of this Court dated 28.9.2008.

2. The above company petition was filed seeking sanction of a scheme of amalgamation between Caleb Brett India Private Limited (Transferor Company) with the Applicant Company (Transferee Company). After complying with the requisite procedure and requirements of law, the petition was taken up for hearing. After passing necessary directions, the Regional Director was served with a copy of the papers and proceedings.

3. The Regional Director filed an affidavit dated 25.7.2008. In paragraph 3, he has stated that he sent copies of the petitions to the concerned Registrar of Companies with a request to send his report on the affairs of the company. He further states that he had examined the report from various points. A copy of the report of the Registrar of Companies dated 1.8.2008 is annexed at Exhibit "A" to the said affidavit. The report of the Registrar of Companies notes at serial No.23 of the table therein that Clause 25 of the scheme proposes a change in the name of the transferee company after amalgamation. Clause 25 of the scheme reads as under :-

"25. CHANGE OF NAME:

Upon the Scheme of Amalgamation being effective, the merged Company shall be known as "INTERTEK INDIA PRIVATE LIMITED". The Transferee Company shall take necessary steps to give effect to such change of name. The Transferee Company shall also increase and/or alter its authorised share capital suitably to enable it to issue and allot the shares to the members of CBIPL as required under this scheme."

4. Thereafter the Petition come up for hearing. By the said order dated 28.9.2008, the learned Judge sanctioned the scheme. The learned Judge inter-alia noted the affidavits filed by the Regional Director and the Official Liquidator. The learned Judge observed that the scheme did not violate any provisions of law and is not contrary to the public policy. He also noted that there was no objection to the same in any respect by any of the parties including the Official Liquidator and the Regional Director.

5. Thereafter the company filed the scheme with the Registrar of Companies on 20.10.2008. On 25.11.2008, a formal application was made by the company to effect the change in the name of the transferee company as per clause 25 of the scheme.

6. On 25.11.2008, the Registrar of Companies passed the following order/remarks :-

"Resembling name. Suggest fresh name/s SRN should be resubmitted by 06/01/2009. This is the last time this SRN can be resubmitted. Thereafter further resubmissions of this SRN shall not be allowed."

It is submitted on behalf of the Regional Director that the Company is bound to follow the provisions of Section 21 of the Companies Act, 1956 regarding the change in the name.

7. This aspect is covered by the judgment of Dr.D.Y. Chandrachud, J. dated 11.4.2007 in Company Petition No.64 of 2007 along with Company Petition No.65 of 2007 in the matter of scheme of arrangement and amalgamation between YOU Telecom India Pvt. Ltd. and YOU Broadband Networks India Pvt. Ltd. In paragraph 9, the learned Judge held as under :-

"9. The objection of the Regional Director that the name of the transferee company is to be changed and therefore a separate compliance with Section 21 in respect of the filing of necessary forms with the Registrar of Companies is mandatory, will not survive in view of the law laid down in Vasant Investment and PMP Auto Industries (1981) 51, Company Cases, 20. The furnishing of a notice to the Registrar of the scheme as sanctioned will in any case constitute substantial compliance with the provisions of Section 21."

8. Apart from being bound, I am in respectful agreement with the judgment. It is pertinent to note that under Section 394(A) of the Companies Act, it is mandatory for the Court to give noti