MCA notifies Companies (Incorporation) Fifth Amendment Rules, 2021 vide notification no. G.S.R. 503(E) dated 22nd July, 2021. Vide this notification new Rule 33A. Allotment of a new name to the existing company under section 16(3) of the Act is been added after rule 33 of Companies (Incorporation) Rules, 2014 and new Form No.INC-11C is been inserted. Form No.INC-11C is Certificate of Incorporation pursuant to change of name due to Order of Regional Director not being complied.
If a company does not change the name of the company on the directions of Central Government within a period of 3 months as specified under section 16 of the Companies Act, 2013, the Central Government shall allot a new name to the company and the Registrar shall enter the same in the Registrar of Companies. Further, Registrar remove the old name and issue fresh Certificate of Incorporation with new name in Form- 11C. Provided that nothing in this sub-section shall prevent a company from subsequently changing its name in accordance with the provisions of section 13.
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 22nd July, 2021
G.S.R. 503(E).—In exercise of the powers conferred by sub-sections (1) and (3) of section 16, and sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014, namely:-
1. (1) These rules may be called the Companies (Incorporation) Fifth Amendment Rules, 2021.
(2) They shall come into force from the 1st September, 2021.
2. In the Companies (Incorporation) Rules, 2014, after rule 33, the following rule shall be inserted, namely:-
“33A. Allotment of a new name to the existing company under section 16(3) of the Act. (1) In case a company fails to change its name or new name, as the case may be, in accordance with the direction issued under sub-section (1) of section 16 of the Act within a period of three months from the date of issue of such direction, the letters “ORDNC” (which is an abbreviation of the words “Order of Regional Director Not Complied”), the year of passing of the direction, the serial number and the existing Corporate Identity Number (CIN) of the company shall become the new name of the company without any further act or deed by the company, and the Registrar shall accordingly make entry of the new name in the register of companies and issue a fresh certificate of incorporation in Form No.INC-11C:
Provided that nothing contained in sub-rule (1) shall apply in case e-form INC-24 filed by the company is pending for disposal at the expiry of three months from the date of issue of direction by Regional Director, unless the said e-form is subsequently rejected.
(2) A company whose name has been changed under sub-rule (1) shall at once make necessary compliance with the provisions of section 12 of the Act and the statement, “Order of Regional Director Not Complied (under section 16 of the Companies Act, 2013)” shall be mentioned in brackets below the name of company, wherever its name is printed, affixed or engraved:
Provided that no such statement shall be required to be mentioned in case the company subsequently changes its name in accordance with the provisions of section 13 of the Act.”.
3. In the Annexure, after Form No.INC-11B, the following form shall be inserted, namely:-
Form No.INC-11C
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Office of the Registrar of Companies
< Address of the RoC Office >
Certificate of Incorporation pursuant to change of name due to Order of Regional Director not being complied
[Pursuant to rule 33A of the Companies (Incorporation) Rules, 2014]
Corporate Identity Number (CIN):
I hereby certify that the name of the company has been changed under section 16(3) of the Companies Act, 2013 from <Last Name of the Company> to <New name of the Company> with effect from the date of this certificate and that the company is <limited by Shares/limited by guarantee/unlimited company>.
Given under my hand at <Name of the city where the ROC Office is located> this <Date of Approval of the work item in words (i.e. FIRST, SECOND etc.)> day of <Month of Approval of the work item in words> two thousand <YEAR of approval of the work item in words>
<Full name of the Authorising officer approving the work-item>
<Assistant Register of Companies/Deputy Register of Companies/Register of Companies>
Registrar of Companies
<Name of the RoC Office>
SEAL:
Registrar/Deputy Registrar of companies/Assistant Registrar of companies
(State)
Mailing Address as per record available in Registrar of Companies office:
<Name of the Company>
<Address of the Registered office of the company>
[F. No. 1/13/2013 CL-V, Vol.IV]
K.V.R. MURTY, Jt. Secy.
Note : The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide number G.S.R. 250(E), dated the 31st March, 2014 and was last amended vide number G.S.R. 392(E), dated the 7th June, 2021.
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