COMPANY LAW
Checklist for name Change of listed entity under SEBI (LODR), 2015
Regulation 45 of SEBI (LODR) Regulations, 2015:
Change in name of the listed entity.
- Conditions to be Followed:
- a) a time period of at least one year has elapsed from the last name change;
- b) 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
- c) the amount invested in the new activity/project is at least 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 thechange 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 seekapproval from Stock Exchange by submitting a certificate from chartered accountant stating compliance with above conditions.
Checklists:
Documents Required to be Submitted to the Exchange:
- In -principle for Name Change:
| Sr. 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 1-year 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. |
| 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:
| Sl. 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 affected 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 · Rubber- stamping on the existing share certificates |
| 7 | A Confirmation that the old share certificates are also good for delivery. |