12 March 2013
Hi, In the Change of Company name we have passed ordinary resolution, But Date of resolution is 2nd march & date signing of the resolution is 12th march.
Whether it would be the same day date or system take the above same case.
I think, at the time of passing of resolution firstly the same will be considered by the Board and the Board will authorised who will authorised to complete the same. If it id not authorised in same meeting then you can pass a board resolution in which blanket approval should be given to file all ROC forms with ROC.
Generally it will be authorised on or before 2md march.
But,if the form accept date after 2nd March date then you can take approval from Board for filing.
You are kindly requested to please provide me the objects of MOA III(A)for following business:-
"To conduct the business of display systems, lighting systems, advertisement systems indoor and outdoor, brand marketing, promotion, visual merchandising technical support, technical maintenance execution, paid / unpaid replacement and support, green eco-friendly certification to companies, managing and disposing process".
I have applied the Form 1A for name change on 14.03.2013 and the letter of approval came on 18.03.2013. My queries are
1. Can the date of the notice period be before 18.03.2013 or 14.03.2013 as it has to be issued before 21 days of special resolution? 2. Can we issue the short period notice if yes then what would be procedure for short notice, as it will take long period of time and the client want it on urgent basis?
19 March 2013
Change of Name of Company There are following steps for change of name of the company: 1. Select few suitable names each of which should indicate as for as possible the main object of the company. 2. Hold a Board Meeting and adopt in it these new name selected. 3. Avoid name which resembles too closely or the same as the names of any other company already registered. 4. Apply to the concern ROC to ascertain which of the new name selected by you is available in Form 1A. (Rule 4A) 5. The ROC concern will ordinarily inform within 7 days from the date of filing of Form 1A. 6. On confirmation from the concern ROC that the new name is available for adoption, hold a Board Meeting and fix up the date, time place and agenda in the Board Meeting for convening a General Meeting for passing a Special Resolution to Change the name, subject to the approval of CG(by delegation to ROC).{Section 21}. 7. Issue notices to all shareholders (Section 171). 8. Hold the General Meeting and pass Special Resolution by three forth majority. (Section 189) for change of present name to the new name availed of from the ROC. 9. File Special Resolution with Explanatory Statement in Form-23 with the concern ROC within 30 days of passing it. (section 192). 10. Even if the change of name consists of any abbreviated name then such name can be allowed to be change by ROC. 11. Apply to the Concerned ROC in Form 1B for approving the change in name.(Section 21). 12. Note that the application for approving the change in name should be given by the ROC within 15 working days. 13. On receiving the approval, apply to the concerned ROC for fresh certificate of Incorporation in the new name. On the issue of such Certificate by the ROC, the change in name will be effective. (Section 23). 14. Make necessary changes in every copy of the MOA/AOA, letter head, voucher, register, office papers, rtecords, books, documents, sign boards, common seal etc. (Section 147).
"Subject to 190 and 219 of the Comapnies Act, 1956 a General Meeting may be called by giving to the members clear seven days notice or a shorter notice than of seven days if consent thereto is given by members with the provisions of section 171 of the Companies Act, 1956"
As per sec.171 we have to take the approval of all the members if period is before 21. But in AOA it is written if less than 7 days then as per provision of section 171.
Please advice in case notice period is 7 days even then pproval of all members is necessary as written in section 171?
CAclubindia
