02 November 2017
CAN ANY ONE PLEASE GIVE ME THE FORMAT OF THE BOARD RESOLUTION FOR ADOPTING A NEW NAME BEFORE APPLYING FOR NAME APPROVAL WHILE CHANGING A NAME OF THE EXISTING COMPANY DUE TO CHANGE IN MANAGEMENT. PLEASE LET ME KNOW ALL OTHER PROCEDURES FOR CHANGING THE NAME AND WHAT ARE THE DOCUMENTS TO BE PREPARE.ALSO GIVE ME THE FORMAT OF SPECIAL RESOLUTION
03 November 2017
“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies act, 2013 and subject to the approval of the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs,Haryana-122050 and subject to the approval of Shareholders in general meeting or any other authority as may be necessary, the consent of the Board be and is hereby given to change the name of the Company from ..................... to ....................................”.
“RESOLVED FURTHER THAT .......................... be and are hereby severally authorized to e-file Form 1 for making application for change of name and to do all such acts, deeds, things and matters as may be required or necessary in this matter for and on behalf of the Company”.
03 November 2017
Board Resolution for considering the change of name RESOLVED THAT pursuant to the provisions of Section 4(4) of the Companies Act, 2013 read with rule 9 of the Companies (Incorporation) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modification or alteration thereof and subject to the approval of Registrar of Companies, Mumbai, Members of the Company at the General Meeting by passing special resolution and Central Government or any concerned authority u/s 13 of Companies Act 2013 read with rule 29 of the Companies (Incorporation) Rules, 2014, Consent of the Board of Directors be and is hereby accorded for change in name of the Company from .............................. (Old Name) to ............................. (Proposed Name) or such other name as may be allowed by Registrar of Companies . RESOLVED FURTHER THAT any one of the Directors of the Company be and are hereby severally authorized to make the application in FORM INC 1 to the Registrar of Companies, Mumbai for ascertaining the availability of the proposed name(s) and to sign and execute such other documents or requisite Form(s) as may be required to give effect to this resolution. “RESOLVED FURTHER THAT any one of the Directors of the Company be and are hereby severally authorised to certify aforesaid resolution and provide copies of the same, as may be deemed necessary, from time to time.”
NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF ……………….WILL BE HELD ON …………….. ON THE ………………… AT …………… A M AT THE ………………………. SPECIAL BUSINESS:
ITEM NO. 1: AMENDMENT IN THE MEMEMORANDUM OF ASSOCIATION
To pass the following resolution, with or without modification (s) as a special resolution
“RESOLVED THAT pursuant to the provisions of Section 13 read with Companies (Incorporation) Rules, 2014 and other applicable provisions, if any, of the Companies Act 2013, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of Central Government or such other authority(ies) as may necessary, the name of the Company be and is hereby changed from ……………………..to ……………………..and consequently the Memorandum of Association of the Company be and is hereby altered by substituting the following clause for the existing clause I thereof:-
“1st The name of the Company is “……………………..”
RESOLVED FURTHER THAT wherever the name “…………………..” is appearing in the Memorandum of Association be substituted by “………………………”
RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized to file such applications, documents, forms, papers with appropriate authorities to give effect to change of name of Company and to do all such other acts, deeds, and things as may be required or necessary to give effect to the above resolution.
ITEM NO. 2: AMENDMENT IN ARTICLE OF ASSOCIATION
“RESOLVED THAT pursuant to provisions of Section 14 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and consequent to proposed name change of the Company from …………………………. to…………………. Articles of Associations of the Company be and are hereby altered by substituting following for existing Article 1 (C) of Interpretation Clause thereof:-
“c) “the Company” means “……………………………”.
RESOLVED FURTHER THAT wherever the name “………………” is appearing in the Articles of Association be substituted by “………………………………”
RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby authorized to file necessary forms & to do all such acts, deeds, and things as may be required or necessary to give effect to the above resolution.”
By order of the Board For ………………………………
Director DIN: …………….. Date: 24.08.2017 Place: Mumbai
NOTES:
1.A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2.The statement setting out the material facts relating to special business at the meeting pursuant to section 102 of the companies Act 2013 is annexed hereto
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE ACT
ITEM NO. 1 & 2
In the interest of the company the Board of Directors of the Company in their meeting held on 24th August 2017 decided to change the name of the Company from …………………………to …………………… .Please note that the Registrar of Companies vide letter dated ………………. has confirmed the availability of the name …………………….
The change of name of Company would result in alteration of Name Clause of its Memorandum of Association which requires approval of shareholder’s by way of a special resolution. The Articles of Association of the Company would also be consequently amended.
The Board accordingly recommends passing the Special resolutions.
None of the Directors or Key Managerial Personnel or their relative(s) is/are in any way concerned or interested, in passing of the above mentioned resolution.
By order of the Board For……………………….
….……………….. Director DIN: …………… Date: …………….. Place: Mumbai
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