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Regulation 45 of SEBI (LODR): Change in Name of the Listed Entity

Regulation 45 under Chapter IV (Obligations of Listed Entity which has Listed its Specified Securities) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

(1) The listed entity shall be allowed to change its name subject to compliance with the following conditions:
(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:

Provided that 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.

Explanation.- For the purpose of this regulation, -
(i) 'assets' of the listed entity means the sum of fixed assets, advances, works in Progress / Inventories, investments, trade receivables, cash & cash equivalents;
(ii) 'advances' shall include only those amounts extended to contractors and suppliers towards execution of project, specific to new activity as reflected in the new name.

(2) On satisfaction of conditions at sub-regulation (1), the listed entity shall file an application for name availability with Registrar of Companies.

(3) On receipt of confirmation regarding name availability from Registrar of Companies, before filing the request for change of name with the Registrar of Companies in terms of provisions laid down in Companies Act, 2013 and rules made thereunder, the listed entity shall seek approval from Stock Exchange by submitting a certificate from chartered accountant stating compliance with conditions at sub-regulation (1).

(1) Various Compliance Formats under Listing Regulations (LODR) 2015 is available at BSE site.
(2) For latest copy of the regulation and any amendments thereto, kindly check at the SEBI site.

Post Last Updated On 16th October 2016

1 comment:

  1. a practical example on "at least fifty percent of the revenue for preceding one full year" could be more helpful to understand the provision precisely.