CHECKLIST FOR NAME CHANGE OF LISTED COMPANY

SUJEET KUMAR | Jul 10, 2021 | Views 212984

CHECKLIST FOR NAME CHANGE OF LISTED COMPANY

CHECKLIST FOR NAME CHANGE OF LISTED COMPANY

S. No Particulars Attachment/Agenda
1 Convene a Board Meeting Agenda:

1. Approval for change in name of company.
2. Authority for filing RUN form.

2 File RUN form Attachment:

1. Copy of Board resolution.

3 Convene a Board Meeting Agenda:

1. Changing the name of the company and Alteration of MOA and AOA.
2. Fix date time of GM.

*3.1 Apply to BSE for In-Principal Approval Attachment:

1. Covering Letter
2. copy of Board resolution.
3. *Certified true copy of the special resolution passed by the shareholders’ approving the new name.
4. Certified true copy of confirmation regarding the name availability from the ROC.
5. A certificate from the chartered accountant stating compliance with conditions at sub- regulation (1) of Regulation 45 of SEBI LODR, Regulation, 2015.
6. A certificate from the Company stating compliance with conditions at sub- regulation (1) of Regulation 45 of SEBI LODR, Regulation, 2015, provisions of the Companies Act 2013 and rules made thereunder.
7. Company’s Permanent Account Number (PAN).
8. Processing fees of Rs.50000 + G.S.T @ 18.00%.

4 Convene a GM Agenda:

1. Changing the name of the company and Alteration of MOA and AOA.

5 File MGT-14 (within 30 days) Attachment:

1. Copy of BM Resolution CTC
2. Notice of EGM & Explanatory statement.
3. Copy of EGM Resolution CTC.
4. Altered MOA & AOA.

6 File INC-24 (within 30 days) Attachment:

1. Notice along with Explanatory Statements.
2. Certified True Copy of Special Resolution.
3. Altered in MOA & AOA.
4. Minutes of General Meeting

7 ROC ISSUES NEW COI IN INC-25
8 STOCK EXCHANGE GIVES IN-PRINCIPAL APPROVAL
9 Apply to BSE for Final Approval Attachment:

1. Certificate of Incorporation subsequent to change in name of the Company.
2. A statement of detailed reasons for change in the name of the company as submitted to the Registrar of Companies for obtaining a fresh certificate of incorporation consequent to change in the name of the Company.
3. Three copies of specimen of printed stickers for affixing on share certificates (Showing new name)
4. Copy of receipt of payment of the Annual Listing Fees for the current year and arrears, if any.
5. Undertaking from the Managing Director/Company Secretary of the Company that the share certificates not corrected with the new name of the Company shall also be good delivery in the market, as per the Guidelines for Good and Bad Delivery of documents, approved by SEBI
6. Undertaking from the Managing Director/Company Secretary of the Company that the Company will affix the stickers bearing the new name of the Company as and when the security certificates are lodged with the Company or with its transfer agent for transfer, split, consolidation, etc.
7. Brief details about the current line of business of the Company.
8. Date of last name change of the Company.
9. Undertaking from the Managing Director/Company Secretary of the Company that at least 50% of the total revenue in the preceding 1-year period has been from the activity suggested by the new name of the Company.
10. Certificate from the Auditor stating that at least 50% of the total revenue in the preceding 1-year period has been from the activity suggested by the new name of the Company, also providing detailed bifurcation of income earned by the Company under various activities as per the format given below. [Please check at the end of the table.]
11. A latest Annual Report.
12. Non-refundable fee of Rs. 59,000/- (Rs. 50,000 towards processing fees plus Rs. 9000 towards GST @ 18.00%) by demand draft/ NEFT/RTGS in favour of BSE Ltd. for processing the application. Please find attached, NEFT/RTGS details. Processing Fees payable at In-Principle stage. In case already paid at In-principle stage, share details.
13. Names of Stock Exchanges where the company’s securities are presently listed
14. When a company changes its name and line of business, it should include the turnover, income etc from such new activities separately in the quarterly/ annual results for a period of 3 years from the date of change in name of the company.
15. PAN No. of the Company.
16. Certified true copy of the special resolution passed by the shareholders’ approving the new name.

Certificate from the Auditor stating that at least 50% of the total revenue in the preceding 1-year period has been from the activity suggested by the new name of the Company, also providing detailed bifurcation of income earned by the Company under various activities as per the format given below.

From______to______(Please consider last four quarters) Amount (Rs. In lakhs)
Income from prior business activity______________ (please specify name of the activity)
Income from new business activity_______(please specify name of the activity)

Note:

1) In case the special resolution has not been passed and the company has received the confirmation of name availability from the ROC, the certified true copy of the notice sent to the shareholders seeking approval for name change may be submitted and the copy of the shareholders’ special resolution shall be filed at the time of final name change.

2) BSE Submissions:

a) All documents are required to be certified by the Chairman / Managing Director / Company Secretary of the company.

b) Contact Details (cell no.) and Email Id of the Company Secretary

c) The submissions of the above mentioned documents should be done via the Listing Centre Module only.

Post Conversion Steps:

1. Use the copy of altered Memorandum and Articles of the Company.
2. Make all requisite changes in the signboards, Letter heads, Books Rubber Stamps, Bill Books, Common Seal, visiting cards and other documents and items.
3. Make the changes in PAN, TAN, GST Portal, Bank Accounts.
4. Intimate the changes to Banks, Income Tax Department, PF Department, ESI Department and all other departments.

Source:

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Prepared By:
CS Sujeet Kumar Proprietor
Cell: +91 97185 37826
Email: [email protected]

Disclaimer:

The views and opinions expressed in this article are based upon my understanding and do not necessarily be authentic.



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