Sohan Singh Rawat (Practice) (50 Points)
16 May 2011Dear Member,
change in name of private company approved filed in form 1A,
but what is the further procedure.
please let me know, in step by step procedure.
namrata
(company secretary )
(422 Points)
Replied 16 May 2011
Hello Sir,
Now as you have said that Form- 1A has been approved . Now you have to file Form - 23 & Form-1B both simultaneously and the attachments for the same are as follows:
1. First File Form -23 along with (Notice & CTC,Special Resolution Altered Moa,Aoa,Noc from RBi-if its a NBFC)
2. Then Next Step is to file Form-1B- enter Srn of Form-23 atttach along with it -list of directors, shareholding pattern, auditors report for the past 2 years, Minutes of EGM.
Please find format of Notice & ctc for your perusal.
NOTICE
NOTICE IS HEREBY GIVEN THAT EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF THE ABC PVT LTD WILL BE HELD ON WEDNESDAY---------------------AT THE REGISTERED OFFICE OF THE COMPANY TO TRANSACT THE FOLLOWING BUSINESS.
Special Business:
1. To consider and, if thought fit, to pass with or without modification, the following resolution as an Special Resolution:
2. RESOLVED THAT pursuant to the provisions of Section 21 and other applicable provisions, if any, of the Companies act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the, members at the ensuing Extra –Ordinary General Meeting of the company and the approval of the Registrar of Companies Maharashtra or any other authority as may be deemed necessary, the name of the Company be changed from Existing- “ABC Pvt Ltd” to New “XYZ Private Limited “approved name of the company.
RESOLVED FURTHER THAT the name of the Company wherever appearing including the Memorandum and Articles of Association, other related documents, authorities etc. be substituted / informed by the new name “XYZ Private Limited” upon approval of the same by the Registrar of Companies Maharashtra.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized jointly or severally, as the case may be, to sign the necessary documents in this regard and to take necessary steps and to do all such acts, deeds and things as may be required to obtain the consent of the Registrar of Companies, Maharashtra, Mumbai and obtain Fresh Certificate of Incorporation consequent on Change of Name of the Company.”
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 A Proxy Need Not Be A Member Of The Company.
2. Any instrument appointing a proxy or proxies should be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
3. The relevant explanatory statement pursuant to Section 173 (2) of the Companies Act, 1956 is enclosed herewith.
BY ORDER OF THE BOARD OF DIRECTORS OF
ABC PVT LTD
MUMBAI
Date: ------------------------------
DIRECTOR
REGISTERED OFFICE
Explanatory statement annexed to the notice of the Extra Ordinary General Meeting of the company as required under Section 173 of the Companies Act 1956.
The Company has received approval for change of name from its existing name to XYZ Private Limited vide Name Approval Letter Dated: ---------------------- issued by Registrar of Companies, Maharashtra Mumbai.
The proposed change of name would however, require approvals by the members of the Company by way of a Special Resolution and the Registrar of Companies, Maharashtra, Mumbai.
The Directors recommend the said resolution for approval of the Shareholders.
None of the Directors of the Company are concerned or interested in the aforesaid resolution.
BY THE ORDER OF THE BOARD OF DIRECTORS
ABC PVT LTD
DIRECTOR
PLACE: MUMBAI
DATED: ----------------------, 2011
REGISTERED OFFICE
;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ABC PVT LTD HELD ON WEDNESDAY, --------------------------AT THE REGISTERED OFFICE OF THE COMPANY.
RESOLVED THAT pursuant to the provisions of Section 21 and other applicable provisions, if any, of the Companies act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the, members at the ensuing Extra –Ordinary General Meeting of the company and the approval of the Registrar of Companies Maharashtra or any other authority as may be deemed necessary, the name of the Company be changed from Existing- “ABC Pvt Ltd” to New “XYZ Private Limited”approved name of the company.
RESOLVED FURTHER THAT the name of the Company wherever appearing including the Memorandum and Articles of Association, other related documents, authorities etc. be substituted / informed by the new name “XYZ Private Limited” upon approval of the same by the Registrar of Companies Maharashtra.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized jointly or severally, as the case may be, to sign the necessary documents in this regard and to take necessary steps and to do all such acts, deeds and things as may be required to obtain the consent of the Registrar of Companies, Maharashtra, Mumbai and obtain Fresh Certificate of Incorporation consequent on Change of Name of the Company.”
Certified True Copy
FOR XYZ PVT LTD
DIRECTOR
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE EXTRA ORDINARY GENERAL MEETING OF THE BOARD OF DIRECTORS OF NADI FINANCE & INVESTMENT LTD HELD ON WEDNESDAY, 23RD FEBRUARY, 2011 AT THE REGISTERED OFFICE OF THE COMPANY.
RESOLVED THAT pursuant to the provisions of Section 21 and other applicable provisions, if any, of the Companies act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the Registrar of Companies Maharashtra or any other authority as may be deemed necessary, the name of the Company be changed from Existing- “ABC Pvt Ltd” to New “XYZ Private Limited”approved name of the company.
RESOLVED FURTHER THAT the name of the Company wherever appearing including the Memorandum and Articles of Association, other related documents, authorities etc. be substituted / informed by the new name “XYZ Private Limited” upon approval of the same by the Registrar of Companies Maharastra.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized jointly or severally, as the case may be, to sign the necessary documents in this regard and to take necessary steps and to do all such acts, deeds and things as may be required to obtain the consent of the Registrar of Companies, Maharashtra, Mumbai and obtain Fresh Certificate of Incorporation consequent on Change of Name of the Company.”
Certified True Copy
FOR ABC PVT LTD
DIRECTOR
Namrata Pai
CAclubindia
