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Commencement of a new activity by a private company

Shilpa (Company Secretary) (234 Points)

07 March 2013

Dear professionals,

My query is that there is a private Company naming "X Portfolio Private Limited " and its main object includes that the Company can deal in Shares activities.

But now Company wants to commence a new business activity i.e. "Real Estate Broker".

Now my query is:

As per my knowledge sec 149 is not applicable on a Private Company. So if Pvt Comp wants to commence any new business activity then it needs to alter its MOA by passing a SR/ OR.

Whether the Company also require to change its Name since the name of Company reflects that it deals in shares business?

Please provide your valuable suggestions.

With regards

Shilpa

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7 Replies

Ankit (CA, CS) (3064 Points)
Replied 07 March 2013

Dear Shilpa,

I dont think there is a specific provision requiring the change of name....but yes there is a provision which says that if the name is changed then 50% of the income should come from the activity suggested by the new name

- Ankit

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Ankit (CA, CS) (3064 Points)
Replied 07 March 2013

Sorry Shilpa, the 50% condition will not apply since yours is a private company

1 Like

CA Saroj Kumar (Keen to learn something new every moments) (2588 Points)
Replied 07 March 2013

To the extent i know

1. The company change their name its own

2. if there is any simmillarity in name, interpretation and pronounciation matching with any other company then the company have to change their name.

Yes there condition that in case of change in object the company should have to inform ROC within prescribed time frame. with prescribed form.

CA Saroj Kumar (Keen to learn something new every moments) (2588 Points)
Replied 07 March 2013

yah i got ur problem solution

Yes there is special cndition in name indication of business ---

If the Company’s main business is finance, housing finance, chit fund, leasing,

investments, securities or combination thereof, such name shall not be allowed unless.

for more details go on link

https://www.mca.gov.in/Ministry/pdf/Circular_45-2011_08july2011.pdf

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VIKASH GUPTA (COMPANY SECRETARY) (43 Points)
Replied 07 March 2013

Dear Shilpa,

You are correct at ur point you have to change the name of the company to reflect the main object of the company in name.

First of all you have to call board meeting and pass resolution for

-to change in object and name

-to call General Meeting

-to authorised the director to digitally sign the e-forms.

after that you have to file form-1A

after confirmation of name call GM and pass the SR or OR as the case may be.

Then file form 23 and Form1B.

Hope it will hepl you.

Feel free to ask further query.

Thanks & Regards-

CS VIKASH GUPTA
VIKASH GUPTA & CO.

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Shilpa (Company Secretary) (234 Points)
Replied 08 March 2013

Thanks to all...

Now it is clear that since "X Portfolio Private Limited " wants to carry out two diversified activities;

First : Dealing in Shares

Second: Real Estate Activity

And in the MOA of the Company a) Main Object : Dealing in Shares

b) Anciliary Object : Objects to carry out the Main Activity

c) Other Objects : Any activity

So to start the "Real Estate Activity" I need to alter the MOA of Company by passing SR (Form-23) then I can include the said activity in other objects.

Thereafter, the Company can pass BR and carry out any activity specified in the other objects of the MOA.

With regards

Shilpa