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SEBI Checklist for Name Change of the Listed Entity under SEBI (LODR), 2015

CSLalit Rajput
Listed Entities: Name Change Rules under SEBI Regulation 45-Revenue, Assets, and Compliance Requirements Explained Regulation 45 of SEBI (LODR) Regulations, 2015, outlines the conditions for a listed entity to change its name. The entity must ensure one year has passed since the last name change, and either 50% of its revenue or assets must be related to the new activity suggested by the new name. If activities change, the name must align within six months. The entity must apply for name availability with the Registrar of Companies and seek approval from the Stock Exchange, submitting various documents including board resolutions and confirmations from company officials and auditors. Final approval requires additional documentation, including a fresh certificate of incorporation. (AI Summary)

Regulation 45 of SEBI (LODR) Regulations, 2015:  Change in name of the listed entity.

  • Conditions to be Followed:
  1. a time period of at least one  year has elapsed from the last name change;
  2. 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
  3. 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 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.

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.

 

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