Assignment Document

Memorandom Board meeting

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  • "1. However where co. has changed its name or names during the last two years, it shallpaint/print/display, as the case may be, along with its name, former name(s) so changedduring the last two years as required above.2. Change of name : Name Clause ..

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  • "1. However where co. has changed its name or names during the last two years, it shallpaint/print/display, as the case may be, along with its name, former name(s) so changedduring the last two years as required above.2. Change of name : Name Clause (Alteration)Procedure for change of name1. Calling of Board meeting to consider the need and reason for changing name of thecompany and to give in-principal approval for change in the name of company.2. Seeking name availability for proposal new name from the ROC:a) File from INC-1 along with the prescribed fee of Rs 1000.The selection ofcompany name should be in accordance with name guidelines given in Rule-8 ofcompanies (Incorporation) Rules, 2014.b) After name approval, a Name availability letter will be issued which will be validfor a period of 60 days from the date on which reservation is made. 3. Approval of members in general meeting:After getting name availability letter from ROC, BOD, shall call and convene anExtraordinarymeeting (EGM) for the purpose of getting member?s approval throughpassing special resolution.4. After getting an approval in EGM, company is required to file Special Resolutionpasses by Shareholders to alter the Memorandum with concerned ROC in form MGT-14 within30 days of passing of special resolution.5. Form INC-24:-(Approval of Central government) INC-24 is required to be filledwithin 30 days of EGM in order to obtain approval of Central government (power delegated toROC) ChartPass a Board ResolutionUpload INC 1After name availability letter from ROCCall an EGMPass a special resolutionWithin 30 days of passing special resolution File MGT-14 Within 30 days of passing special resolutionFile INC-24ROC will issueNew certificate of incorporationINC -240 shall be filled after MGT-14 as INC-24 compulsory asks for SRN of MGT-14and INCNote:- subsequent to issuance of new incorporation certificate, steps must be taken toincorporate the new company name in all the copies of MOA and AOA.Special note and note same? Rectification of the name:Rest same then add:? When a company changes its name or obtains a new name under sub-section(1),itshall “within 15 days” from date of such change, give notice to the change toRegistrar along with order of central Government, who shall carry out necessarychanges in COI and Memorandum.Rule 29 of companies (incorporation) Rules 2014, states that:-1) Rule (1) has been amended w.e.f.27.7.2016 and now it states that: Thechange of name shall not be allowed to a company which has not filled annualreturns or financial statements due for filling with the Registrar or which hasfailed to pay or repay matured deposits or debentures or interest thereon:Provided that the change of name shall be allowed upon filling necessarydocuments or payment or repayment of matured deposits or debentures orinterests thereon as the case may be. Explanation:Assets: - „Assets? of the listed entity means fixed Asset +Advances +work-in- progress/Inventories+Investments+Trade Receivable+ Cash & CashEquivalents.Provided that if ant listed entity has changed its activities which are notreflected in its name, it shall change its name in line with its activities within aperiod of six months from the days of activities in compliance of provisions asapplicable to change of name.2) On satisfaction of conditions at sub-regulation (1) listed entity shall file anapplication for name availability with Registrar of Companies.3) Onreceipt of confirmation regarding name availability from ROC,beforefiling request for name change to ROC in terms of provisions laid down in co.Act 2013,listed entity shall seek approval from Stock Exchange by submittinga certificate from chartered Account stating compliance with conditions atsub-regulation(1) ? Registered office clause: Same then Add: Pursuant to section 12 of companies act: Ath company shall, on and from the 15 day of its incorporation and at all timed thereafter,have a registeredoffice capable of receiving and acknowledging all communications andnotices as may be addressed to it. 12(2) The Company shall furnish to the Registrar verification of its registered office within aperiod of 30 days of incorporation in such manner as may be prescribed.Change of Registered Office:Change can be of following types:Change within local change from one city change of registeredofficelimits of same town to another within same statefrom one state toanotherSame ROCwithin same state but different ROCRule-28 of companies (Incorporation) Rules 20141) An application seeking confirmation from the Regional Director forshifting theregistered office within the same state from the jurisdiction of one Registrar ofcompanies to the another, shall be filled by the company with the RegionalDirector in form INC-23 along with following documents: a) Board Resolution for shifting of reg. office.b) Special Resolution of members of company approving the shifting of registeredoffice.c) A declaration given by the Key Managerial Personnel or any 2 directorsauthorized by the Board, that company has not defaulted in payment of dues to itsworkmen & has either consent of its creditors for proposed shifting or has madenecessary provisions for the payment thereof-d) A declaration not to seek change in the jurisdiction of the court where cases forprosecution are pending:e) Acknowledged copy of intimation to the chief secretary of the state as to theproposed shifting and that the employees interest is not adversely affectedconsequent to proposed shifting.Rule 30-31 co. (Inco.) Rules 2014: Old same till documents, namely:a) A copy of Memorandum of Association, with proposed alternationsb) A copy of minutes of the general meeting at which the resolution authorizing suchalternations was passed, giving details of number of votes cast in favor or against theresolution;c) A copy of Board Resolution or Power or Attorney or the executed vakalt nama,as the case may be. Remaining change in PDF.Object clause :-( Add)Rule 32 of companies (Incorporation) Rules states that:Change of objects for which money from public through prospectus & has any unutilizedamount out of the money so raised, it shall not change the objects for which money soraised is to be applied unless a „special? resolution through postal ballot is passed &notice in respect of the resolution.For altering the objects shall contain the following particulars, namely:-a) The total money received b) Total money utilized for the objects stated in the prospectus.c) The utilized amount out of the money so raised through prospectusd) The particulars of the proposed alteration or change in the objects.e) The justification for the alteration or change in the objectsf) The amount proposed to be utilized for the new objects.g) Estimated financial impact of the proposed alteration on earnings & cash flow ofthe company.h) The other relevant information which is necessary for the members to take aninformed decision on the proposed resolutioni) The place from where any interested person may obtain a copy of notice ofresolution to be passed. 2) The advertisement giving details of each resolution to be passed for change in objectswhich shall be published simultaneously with the dispatch of postal ballet notices toshareholders. 3) The notice shall be placed on the website of the company, if any.Capital clause? Alterations in capital clause:-A limited co. may make following types of alterations in its memorandum byordinary resolution, if so authorized by its articles, at its general meeting (Section-61):-Increase it?sconsolidate & divide allconvert all or any sub-dividecancel Authorized share or any of its share capitalof it?s fully paid up its sharesshares capital shares into stocks &or vice-versa diminish amount ofshares so cancelled ? Signing of Memorandum Re bad: ? Subscription induced by misrepresentation:-? A subscriber to the memorandum cannot after issue of certificate of incorporation,repudiate his subscription on ground that he was induced to sign bymispresentation(Re Metal constitutes ltd, Lord Lurgan?s case)To summarize: Memorandum of AssociationClause I-Name clauseApplication for name approval to ROC in INC-1 /SPICE INC-32No use ofname thatNo undesirable No identical name that resembleswillname as specified in the name of an existing companyconstituteRule 8 of companies or LLP an offence (Incorporation)Rules Alteration of name clause:Change in nameRectification of name Pass a BoardResolutionUpload INC-1SameCall an EGM thenFile MGT-14within 30 days of After approval of formWithin 15 days of changepassing SRprovide notice to ROC andcentral government Pass an special resolutionFile INC-24 within30 days of passing SRNew certificate ofincorporationApplicable section and Rules:-1) Section-4-name clause2) Rule -8 of companies(incorporation)Rules 20143) Rule-29 of companies (Incorporation)Rules2014 4) Section -13-alteration & sec-16- rectification5) Clause 45 of LODRSituation clause Clause IIRoc will issue "

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