Regulation 45 of SEBI (LODR) Regulations, 2015:

Change in name of the listed entity.

  • Conditions to be Followed:

a) a time period of at least one year has elapsed from the last name change;

b) at least fifty percent. of the total revenue in the preceding one year period has been accounted for by the new activity suggested by the new name; or

c) the amount invested in the new activity/project is atleast fifty percent. of the assets of the listed entity:

  • In case listed entity has changed its activities:

if any listed entity has changed its activities which are not reflected in its name, it  shall  change  its  name  in  line  with  its  activities  within  a  period  of  six  months  from  the change  of  activities  in  compliance  of  provisions  as  applicable  to  change  of  name  prescribed under Companies Act, 2013.

  • Post satisfaction of above conditions, the listed entity shall file an application for name availability with ROC (Registrar).

Note: The  listed  entity  shall  seek approval  from  Stock  Exchange  by  submitting  a  certificate  from  chartered  accountant  stating compliance with above conditions.

Checklists:

Documents Required to be Submitted to the Exchange :

I. In -principle for Name Change:

Sr. No. List of Documents/ details to be submitted
1 Application for Change in Name to the Stock Exchange.
2 Certified true copy of the resolution passed at the Board Meeting for Change of name of the Company
3 Date of last name change of the Company, if applicable
4 Reason for Name Change
5
  • Confirmation from Company Secretary of the Company that:

a. A time period of at least one year has elapsed from the last name change.

b. at least 50% of the company’s total revenue in the preceding 1 year period has been accounted from the new activity suggested by the new name;

Or

c. the amount invested in the new activity/project (Fixed Assets+ Advances+ Work In Progress) is at least 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.

 

 

 

 

 

 

6

Confirmation from the Practicing Chartered Accountants / Statutory Auditors of the Company that:

a. A time period of at least one year has elapsed from the last name change.

b. at least 50% of the company’s total revenue in the preceding 1year period has been accounted from the new activity suggested by the new name.
OR
c. the amount invested in the new activity/project (Fixed Assets+ Advances+ Work In Progress) is at least 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.

7 Confirmation regarding Name availability from ROC
8 Request for symbol change from the existing one to a new symbol, if any, decided by the Company. The new symbol should not exceed 10 characters.
9 Applicable Fees + Applicable Tax

II. Final Approval for Name Change:

Sl. No. List of Documents/ details to be submitted
1 Confirmation regarding Name change from ROC
2 Certified true copy of the notice convening the AGM/EGM of shareholders where the name change is proposed.
3 Certified true copy of the resolution passed at the AGM/EGM for Change in name of the Company
4 Fresh Certificate of Incorporation consequent on Change of Name.
5 Certified true copy of the Amended Memorandum and Articles of Association of the Company consequent on Change of Name of the Company
6 The procedure by which the name change has been effected in the share certificates i.e. any of the following:

  • Issue of new share certificates
  • Affixation of stickers on the existing share certificates – With Samples of the same
  • Rubber- stamping on the existing share certificates
7 A Confirmation that the old share certificates are also good for delivery.

Source:SEBI (LODR) Regulations, 2015 and NSE updates

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