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Disclosures required to be given by Listed Companies on change in name

SEBI vide Circular dated 26/04/1999 has provided that listed companies which change their name shall disclose the turnovers and income from such new activities in quarterly \ annual statements. They were further required to make such disclosure for a period of three years.

SEBI has its Circular dated 30/04/2004 stated that all listed companies, which decide to change their names shall be required to comply with the following conditions:-

1.   Atleast a period of one year should have elapsed from the last name change.

2.   Atleast 50% of its revenue in the last one year should have been accounted by the new activity.

Process for Name Change in Listed Companies

  1. Hold board meeting and consider about name change and authorise the CS for filing of Form 1A and Form no. 1B
  2. Intimate the SE about the proposal.
  3. File form no.1A
  4. On receipt of new name confirmation hold another board meeting for
    • Affixing date, time and venue of General Meeting for passing special resolution for

1.   Name Change U/S 21

2.   Change in MOA U/S 16

3.   Change in Articles U/S 31

  • Approve the notice of General Meeting
  1. Issue notice of General Meeting
  2. Sent three copies of notice to SE.
  3. Hold General Meeting and pass aforesaid resolutions
  4. The special resolution so passed subject to the approval of Central Government.(Power has been delegated to ROC).
  5. Intimate the SE about the proceedings in general meeting
  6. File form no. 23 within 30 days of Special Resolution.
  7. File application to ROC for approval of name change in form no. 1B
  8. After the ROC issued the certificate for change in name incorporate in MOA and AOA and all documents, invoices, bills letterheads, signboards, share certificates etc.
  9. Advertise the name in the Newspaper
  10. Intimate all the concerned authorities(Bank, Creditors etc)
  11. Arrange for the new common seal and adopt it in properly conducted Board Meeting.

Published by

CS Ankur Srivastava
(Company Secretary & Compliance Officer)
Category Corporate Law   Report

2 Likes   44 Shares   13485 Views


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