- Draft Notice and Agenda for the Board meeting and issue notice in accordance with the provisions of Section 173(3) of the Companies Act, 2013 for convening a meeting of Board of Directors to consider the need and reason for changing name of the company and give its in – principal approval for change in name of the company;
- Hold Board meeting and discuss and the following resolutions:
- Proposed new names for the company;
- Authorising any Director or Company Secretary for making an Application with the office of Registrar of Companies for the approval of new name as decided by the Board;
- Name approval has to be obtained from the Registrar of Companies by submitting an application in eForm No. – INC 1 along with the prescribed fee of Rs. 1,000/-. The name once approved by the RoC is valid for 60 days. The new name should be in accordance with the naming guidelines prescribed in Rule 8 of the Companies (Incorporation) Rules, 2014;
- After getting the approval of name by the Registrar of Companies, call another meeting of Board to discuss and pass following resolutions:
- Place the name availability certificate issued by the Registrar of Companies before the Board;
- Change of name of the company and consequent alteration of the Memorandum of Association of the Company;
- Change of main object of the Company and consequent alteration of the Memorandum of Association of the Company (In case name is changed because of change in main business activity of the company);
- Deletion of other object clause of the Memorandum of Association of the Company (In line with the new formats of Memorandum of Association prescribed in the Companies Act, 2013);
- Amendment the liability clause of the Memorandum of Association of the Company (In line with the new formats of Memorandum of Association prescribed in the Companies Act, 2013);
- Adoption of new set of Articles of Association of the Company (In line with the provisions of Companies Act, 2013);
- Approve draft notice and explanatory statement and to fix day, date and time for convening extraordinary general meeting of the company and to authorize any Director or the Company Secretary to issue Notices and Explanatory statement to the shareholders and other concerns;
- Give at least 21 clear days notice for convening extraordinary general meeting. Extraordinary general meeting can also be convened on shorter notice, if at least 95% shareholders have consented to it.
- Hold extraordinary general meeting and pass the following resolutions:
- Change of name of the company and consequent alteration of the Memorandum of Association of the Company as Special Resolution;
- Change of main object of the Company and consequent alteration of the Memorandum of Association of the Company as Special Resolution;
- Deletion of other object clause of the Memorandum of Association of the Company as Special Resolution;
- Amendment the liability clause of the Memorandum of Association of the Company as Special Resolution;
- Adoption of new set of Articles of Association of the Company as Special Resolution.
- Prepare and file eForm No. MGT 14 within 30 days of passing of Special resolution with the RoC. The following documents shall be filed as an attachment to the eForm No. MGT – 14:
- Notice of extraordinary general meeting along with the explanatory statements;
- Certified true copy of Special resolutions;
- Altered Memorandum and Articles of Association;
- Minutes of the extraordinary general meeting;
- Consent letter of shareholders, in case the extraordinary general meeting is convened on shorter notice.
- Prepare and file eForm No. INC – 24 within 30 days of passing of Special resolution for obtaining approval of Central Government (Power delegated to Registrar of Companies) for change of name of the Company. The following documents shall be filed as an attachment to the eForm No. INC – 24:
- Notice of extraordinary general meeting along with the explanatory statements;
- Certified true copy of Special resolutions;
- Altered Memorandum and Articles of Association;
- Minutes of the extraordinary general meeting;
- Consent letter of shareholders, in case the extraordinary general meeting is convened on shorter notice.
- After all the necessary forms and papers are filed and reviewed by the RoC, the RoC may require certain clarifications. These clarifications or enquiry need to be satisfied for obtaining approval of RoC;
- New Certificate of Incorporation: Once all clarifications are provided, the New Certificate of Incorporation is issued by the RoC and the new name of the Company shall be deemed to be effective from the date of issue of certificate.
Showing posts with label Companies Act 2013. Show all posts
Showing posts with label Companies Act 2013. Show all posts
Procedure For Changing Name Of The Company
LIST OF RESOLUTION FOR WHICH MGT-14 REQUIRES TO BE FILED
I have listed Resolutions in 3 Categories, for which Form MGT-14 is required to be filed with ROC-
1. Board Resolutions – Annexure A
2. Special Resolutions- Annexure B
3. Ordinary Resolutions- Annexure C
ANNEXURE- A- LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
A. To issue securities, including debentures, whether in or outside India. (In case of shares issue of security means issue of Letter of Offer).
B. To Borrow Monies.(Borrow Money from any sources including Director)
C. To invest the funds of the Company.(Also follow provisions of Section 186)
D. To grant loans or give guarantee or provide security in respect of loans. (Also follow provisions of Section 186)
E. To approve financial statement and the Board’s report.
F. To appoint internal auditors.
G. To appoint Secretarial Auditor.
H. To appoint or remove key managerial personnel (KMP).{KMP includes (MD, WTD, CEO, CFO & CS)}
I. To make Political Contributions.
J. To make calls on shareholders in respect of money unpaid on their shares.
K. To authorize buy-back of securities under section 68.
L. To Diversify the business of the company.
M. To approve Amalgamation, Merger or Reconstruction.
N. Take over a company or Acquire a controlling or substantial stake in another company.
ANNEXURE- B- LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
A.
Section – 8
For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles.
B.
Section – 12
Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated.
C.
Section – 13
Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.
D.
Section – 14
Amendment of Articles of a private company for entrenchment of any provisions. (To be agreed to by all members in a private company).
E.
Section – 14
Amendment of Articles of a public company for entrenchment of any Provisions.
F.
Section – 13
Change in name of the company to be approved by special resolution.
G.
Section – 13(8)
A company, which has raised money from public through Prospectus and still has any unutilized amount out of the money so raised, shall not Change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.
H.
Section – 27(1)
A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.
I.
Section – 271 (A)
A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed. (Section still not applicable).
J.
Section – 48(1)
Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.
K.
Section – 62 (1) (c)
Private offer of securities requires approval of company by special resolution.
L.
Section – 54
Issue of Sweat Equity Shares.
M.
Section – 66 (1)
Reduction of Share Capital.
N.
Section – 67(3)(b)
Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees.
O.
Section – 68 (2)(b)
Buy Back of Shares.
P.
Section – 71 (1)
A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption:
Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting.
Q.
Section – 94
Keep registers at any other place in India.
R.
Section – 149(10)
Re-appointment of Independent Director.
S.
Section – 165(2)
Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.
T.
Section – 180(a)
to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.
U.
Section – 180(b)
To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.
V.
Section – 180(c)
to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the Ordinary Course of Business.
W.
Section – 180(d)
To remit, or give time for the repayment of, any debt due from a director.
X.
Section – 185
For approving scheme for giving of loan to MD or WTD.
Y. Section – 186
Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve.
Z. Section – 196
Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year.
AA.
Schedule V
Remuneration to Managerial personnel if, profits of company are Inadequate.
BB.
Section – 271 (1) (b)
Special Resolution for winding up of the company by Tribunal.
CC.
Section – 271 (1) (b)
Special Resolution for winding up of company.
DD.
Rule 7(1) Chapter- I
Conversion of private company into One Person Company.
ANNEXURE- C – LIST OF ORDINARY RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
A.
Section – 16
The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central.
B.
Section – 61
A company, if authorized by its Articles, by ordinary resolution, can increase or consolidate its capital or sub-divide or cancel shares not taken up.
C.
Rule 12(6)
Approval of general meeting for issue of bonus shares
D.
Section 73(2)
Approval of general meeting for inviting deposits from members.
E.
Section – 152
Appointment of Director.
F.
Section –
For consideration of accounts and directors report and report of auditors, declaration of dividend, appointment of director on place of who resign.
G.
Section – 148(3)
Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting
H.
Section – 151
Appointment of a Director by small shareholders.
I.
Section – 152
Appointment of Directors at the first general Meeting.
J.
Section – 149
Appointment of independent Director.
K.
Section – 152
Appointment of Director on being proposed by a member or other person with a deposit of rupees one lakh.
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