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Name change

Shishir Kumar (CS) (43 Points)

28 February 2012

Dear all

please solve my query

In case of name change of the company.

Is it mandatory to write the older name of the company with the new name of the campany where as it appears for one year.

For Example:

Reliance industries limited has been changed to Tata industries Limited

So we should write :-

Tata Industries Limited

(Formerly known as Reliance Industries Limited)

please urgenly answer if it is mandatory where are the legal provisions

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4 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 February 2012

For Listed companies it is necessary to use "Formerly known clause". However for others it is not necessary and dependent on name change approval letter.

However it is advisable to mention the old name.

Regards

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Akhilesh Kumar Jha (Company Secretary and Legal) (60 Points)
Replied 28 February 2012

Dear Ankur Sir,

Pls suggest me is it mandatory for listed company ? is it written in listing agreement or somewher else.??

Regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 February 2012

Dear Sir,

It is required by Listing Agreements. Kindly refer clause 32 of Listing Agreements.

Thanks

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Akhilesh Kumar Jha (Company Secretary and Legal) (60 Points)
Replied 28 February 2012

Thanks for your observation and further:-

"32. The company shall supply:

(i) Soft copies of full annual reports containing its Balance Sheet, Profit & Loss account and Directors’ Report to all those shareholder(s) who have registered their email address(es) for the purpose;

(ii) Hard copy of statement containing the salient features of all the documents, as prescribed in sub-clause (iv) of clause (b) of proviso to section 219 of the Companies Act, 1956 to those shareholder(s) who have not so registered;

(iii) Hard copies of full annual reports to those shareholders, who request for the same.

If the company has changed its name suggesting any new line of business, it shall disclose the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results and shall continue to make such disclosures for the three years succeeding the date of change in name.

Provided that tax expense shall be allocated between the said new line of business and other business of the company in the ratio of the respective figures of net profit before tax, subject to any exemption, deduction or concession available under the tax laws.

In addition to the above provisions, listed companies which decide to change their names would be required to comply with the following conditions:

1. a time period of at least 1 year should have elapsed from the last name change

2. at least 50% of the total revenue in the preceding 1 year period should have been
accounted for by the new activity suggested by the new name.

The amount invested in the new activity/project (Fixed Assets + Advances + Works in Progress) is atleast 50% of the assets of the company. The ‘Advances’ shall include only those extended to contractors and suppliers towards execution of project, specific to new activity as reflected in the new name.

To confirm the compliance of the aforesaid provision, the company shall submit auditor’s certificate to the Exchange.

The new name along with the old name shall be disclosed through the web sites of the respective stock exchange/s where the company is listed for a continuous period of one year, from the date of the last name change

The Company will also give a Cash Flow Statement along with Balance Sheet and Profit and Loss Account. The Cash Flow Statement will be prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, and the Cash Flow Statement shall be presented only under the Indirect Method as given in AS-3.

The company will mandatorily publish Consolidated Financial Statements in its Annual Report in addition to the individual financial statements. The company will have to get its Consolidated Financial Statements audited by the statutory auditors of the company and file the same with the Stock Exchange.

The company will make disclosures in compliance with the Accounting Standard on “Related Party Disclosures” in its Annual Report.

Disclosure of loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc.

The following disclosure requirements shall be complied by the companies in the Annual Accounts

Sr. no.	In the accounts of	Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year.
1	Parent	· Loans and advances in the nature of loans to subsidiaries by name and amount. · Loans and advances in the nature of loans to associates by name and amount. · Loans and advances in the nature of loans where there is (I) no repayment schedule or repayment beyond seven years or (II) no interest or interest below section 372A of Companies Act by name and amount · loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.
2	Subsidiary	Same disclosures as applicable to the parent company in the accounts of subsidiary company.
3	Parent	Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.

Note: 1) For the purpose of the above disclosures the terms “parent” and “subsidiary” shall have the same meaning as defined in the “Accounting Standard on Consolidated Financial Statement (AS-21)” issued by ICAI

2) For the purpose of the above disclosures the terms ‘Associate’ and ‘Related Party’ shall have the same meaning as defined in the Accounting Standard on “Related Party Disclosures (AS-18)” issued by ICAI

3) For the purpose of above disclosures directors interest shall have the same meaning as given in Sec 299 of Companies Act.

The above disclosures shall be applicable to all listed companies except for listed banks."

Dear Sir,

pls suggest me as per red font above, the old name will be disclosed through web site of respective stock exchange where the company is listed.

I think it is not mandatory to use old name on the later head, bills of the company, cheque books etc legally, but for recognisation we should use and i need your observation on that point also.

Thanks