Image Source- https://bit.ly/2VnAg4w

This article is written by Lalit Rajput. He is a Company Secretary.

Regulation 45 of SEBI (LODR) Regulations, 2015:

Change in name of the listed entity

  • Conditions to be followed:
  1. a time period of at least one  year has elapsed from the last name change;
  2. at least fifty percent. of the total revenue in the preceding one year period has been accounted for by the new activity suggested by the new name; or
  3. the amount invested in the new activity/project is atleast fifty percent. of the assets of the listed entity:
  • In case listed entity has changed its activities:

if any listed entity has changed its activities which are not reflected in its name, it shall change its name in line with its  activities within a period  of six months from the change of activities in compliance of provisions as applicable to change of name prescribed under Companies Act, 2013.

  • Post satisfaction of above conditions, the listed entity shall file an application for name availability with ROC (Registrar).

Note: The listed entity shall seek approval from  Stock Exchange by submitting a certificate from chartered accountant stating compliance with above conditions.

https://lawsikho.com/course/diploma-companies-act-corporate-governance
             Click Above

Checklists

Documents Required to be Submitted to the Exchange

In-principle for Name Change:

Download Now

S No.

List of Documents/ details to be submitted

1

Application for Change in Name to the Stock Exchange.

2

Certified true copy of the resolution passed at the Board Meeting for Change of name of the Company.

3

Date of last name change of the Company, if applicable.

4

Reason for Name Change.

5

Confirmation from Company Secretary of the Company that:
a. A time period of at least one year has elapsed from the last name change;
b. at least 50% of the company’s total revenue in the preceding 1year period has been accounted from the new activity suggested by the new name;
OR
c. the amount invested in the new activity/project (Fixed Assets+ Advances+ Work In Progress) is at least 50% of the assets of the company. The ‘Advances’ shall include only those extended to contractors and suppliers towards execution of project, specific to new activity as reflected in the new name.

6

Confirmation from the Practicing Chartered Accountants / Statutory Auditors of the Company that:

a. A time period of at least one year has elapsed from the last name change;
b. at least 50% of the company’s total revenue in the preceding 1year period has been accounted from the new activity suggested by the new name;
OR
c. the amount invested in the new activity/project (Fixed Assets+ Advances+ Work In Progress) is at least 50% of the assets of the company. The ‘Advances’ shall include only those extended to contractors and suppliers towards execution of project, specific to new activity as reflected in the new name.

7

Confirmation regarding Name availability from ROC.

8

Request for symbol change from the existing one to a new symbol, if any, decided by the Company. The new symbol should not exceed 10 characters.

9

Applicable Fees + Applicable Tax 

Final Approval for Name Change:

S No. 

List of Documents/ details to be submitted

1

Confirmation regarding Name change from ROC.

2

Certified true copy of the notice convening the AGM/EGM of shareholders where the name change is proposed.

3

Certified true copy of the resolution passed at the AGM/EGM for Change in name of the Company.

4

Fresh Certificate of Incorporation consequent on Change of Name.

5

Certified true copy of the Amended Memorandum and Articles of Association of the Company consequent on Change of Name of the Company.

6

The procedure by which the name change has been effected in the share certificates i.e. any of the following:

  • Issue of new share certificates;
  • Affixation of stickers on the existing share certificates – With Samples of the same; or
  • Rubber- stamping on the existing share certificates.

7

A Confirmation that the old share certificates are also good for delivery.

References

  • SEBI (LODR) Regulations, 2015
  • NSE updates

LawSikho has created a telegram group for exchanging legal knowledge, referrals and various opportunities. You can click on this link and join:

Follow us on Instagram and subscribe to our YouTube channel for more amazing legal content.

LEAVE A REPLY

Please enter your comment!
Please enter your name here