Form 1a - name change and alteration of objects - pls guide

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Querist : Anonymous

Querist : Anonymous (Querist)

20 December 2013 Dear All

I have filed form 1A for a private limited co to change its name and for alteration of its objects also.. in attachement to this form i have attached 2 board resolutions on same letter head of the company.. one for name change and another for alteration of objects and authorised same director in both resolutions.. pls tell whether it is ok to do so or a single board resolution for both the things and authorising only once a director was required

in the last line of eform 1A.. i hav mentioned authorised by bod resolution no. 4,5 as i have passed two seperate resolutions.. so this will be ok with ROC or what??

Ajay Mishra

Ajay Mishra (Expert)
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20 December 2013 Hi

Generally only one resolution is required for change of name of the company and on this resolution you can mentioned than any director other company is authorised to file e forms with ROC.

No need to pass BR for change in object.
Form-1A only demand reason for change involve change in object. In that case, you will attache with heading "Reason for Change of name" and then specified the proposed object clause.

I have changes lots of company on this basis.

Querist : Anonymous

Querist : Anonymous (Querist)

20 December 2013 thanks very much Sir for ur reply... so now i can face rejection by ROC for what i did??

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Ajay Mishra

Ajay Mishra (Expert)
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20 December 2013 No, you only wait for approval.

Ajay Mishra

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20 December 2013
STEPS FOR CHANGE OF NAME SUBJECT TO THE CHANGE OF MAIN OBJECTS OF THE COMPANY:

1. Call a Board meeting for proposed change of name subject to change in object clause and filing of Form1A.
2. Call another Board meeting after approval of Form-1A
3. Hold a Board meeting for passing following resolutions:
a. Change of name of the company
b. Alteration of Name Clause of MOA of the Company
c. Alteration of Name clause of AOA
d. Alteration of object clause of by insertion of new main object of MOA
e. Fixing date time place for general meeting for approving the above resolution by shareholders.
f. approval of draft notice of general meeting.
g. Authorisation for filing forms with MCA.
4. Hold a general meeting for passing above resolutions.
5. File Form-23 with MCA with in 30 days from passing of shareholders resolutions.
6. File Form-1B with ROC
7. Get certificate from ROC for change of name and object clause of the company

Querist : Anonymous

Querist : Anonymous (Querist)

20 December 2013 Thanks Very Much sir for such a detailed reply.. now i got it.. many thanks again.. god bless.

Ajay Mishra

Ajay Mishra (Expert)
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20 December 2013 My Pleasure...........

Querist : Anonymous

Querist : Anonymous (Querist)

21 December 2013 Hello Ajay Sir today i got mail from ROC for name approval filed for name chnge and for alteration of objects..

so can u pls share special resolution to be passed in EGM for name change and alteration of objects..

can i pass now only one Board resolution to be approved in EGM for effecting both these things now when name is available for adoption??

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Querist : Anonymous

Querist : Anonymous (Querist)

21 December 2013 one more thing sir in ur previous reply in point no.3 i.e calling BM for passing resolutions can i pass one BM resolution for all those things.

Ajay Mishra

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21 December 2013 First you will passed in Board and then you take it in Share holders meeting.

Ajay Mishra

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21 December 2013 To Consider and if thought fit to pass with or without modifications the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 21 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956 if any, and subject to the approval of the Registrar of Companies the name of the Company be changed from .....RADIO NETWORK LIMITED to ....... NETWORK LIMITED and the name of the ...... RADIO NETWORK LIMITED, wherever it appears in the Memorandum, Articles, documents, etc. be substituted by the new name ..... NETWORK LIMITED in due course.
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and are hereby authorised to sign and file the application for change of name including any other paper of documents as may be required, to represent the Company before the Registrar of Companies NCT of Delhi and Haryana, make submission, appoint any professional or any other official of the company to represent the company in the office of Registrar of Companies NCT of Delhi and Haryana whom they deemed fit and do all such acts, deeds and thinks which are necessary are ancillary thereto.”
6. To Consider and if thought fit to pass with or without modifications the following resolution as a Special Resolution:
“RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
‘The name of the Company is ..... NETWORK LIMITED.”
7. To Consider and if thought fit to pass with or without modifications the following resolution as a Special Resolution:
“RESOLVED THAT Clause 1(a) of the Articles of Association of the Company be substituted by the following:
(a) “The Company” or “This Company” means ..... NETWORK LIMITED.”

Querist : Anonymous

Querist : Anonymous (Querist)

21 December 2013 thanks very much sir for all the help.. hoping i will succeed in my assignment.. thank u again..

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Ajay Mishra

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21 December 2013 My Pleasure.........