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Notice of General Meeting and Minutes for Change of Name

by CS Divesh Goyal
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LETTERHEAD OF STRONG BASE BUILDERS with CIN

NOTICE

NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY WILL BE HELD ON ____DAY, ____ AT ____ AT THE REGISTERED OFFICE OF THE COMPANY TO TRANSACT THE FOLLOWING SPECIAL BUSINESS:

  1. To consider and, if thought fit, to pass with or without modifications the following resolution as a Special Resolution:

CHANGE OF NAME OF THE COMPANY

“RESOLVED THAT pursuant to the provisions of Section 4(4), Section 13 read with Rule 29 of Companies (Incorporation) Rules, 2014, and any other applicable provisions of the Companies Act, 2013 read with Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force), subject to the approval of the Central Registration Centre (CRC), Ministry of Corporate Affairs, the consent of the members of the Company be and is hereby accorded to change the name of the Company from ____________________ PRIVATE LIMITED to _________ PRIVATE LIMITED.

RESOLVED FURTHER THAT the name ________________ PRIVATE LIMITED wherever it occurs in the Memorandum and Articles of Association of the company is substituted by the new name ________________ PRIVATE LIMITED.

RESOLVED FURTHER THAT Directors of the Company, be and are hereby are hereby authorized to delegate all or any of the aforesaid powers in favour of any person / official / Consultants / Practicing Company Secretary / Law firm etc, to act, represent and appear before any Statutory authority for and on behalf of the Company for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT Directors of the Company, be and are hereby are hereby authorized to do all such acts, things, deeds and matters as may be necessary or expedient to give effect to the aforesaid Resolution, including, but not limited to filing of necessary statutory documents with concerned Central Registration Centre (CRC), Ministry of Corporate Affairs and other statutory authorities, as applicable.”

FOR AND ON BEHALF OF THE BOARD

Director

DIN-___________                                                                             

Dated: __________

Place: New Delhi

Note:

  1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS BEHALF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORMS, DULY STAMPED (30 PAISA) AND COMPLETED SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING. 
  1. THE EXPLANATORY STATEMENT, PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE SPECIAL BUSINESS SET OUT ABOVE IS ANNEXED HERETO.

ANNEXURE TO NOTICE 

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

It is proposed to change the name of the Company as the Company is not doing well for quite some time and religious guru of the promoters suggested to change the name of the Company; it was decided by the Board to change the name of the Company from “___________________ PRIVATE LIMITED” to “_______________ PRIVATE LIMITED”.

The Board of Directors of the Company had, at its meeting held on __________, resolved that, the name of the Company be changed from “__________________ PRIVATE LIMITED” to “____________ PRIVATE LIMITED”, which was subsequently approved by the Central Registration Centre (CRC), Ministry of Corporate Affairs vide letter dated ___________and accordingly Clause I (Name Clause) in the Memorandum of Association of the Company is to be altered by substituting the same with New Clause I i.e.

Clause I – The name of the Company is ________________ PRIVATE LIMITED.

Therefore, the Board of Directors recommends passing the Special Resolution for the purpose of change of name of the Company.

None of the Directors are in any way concerned/interested or concerned in any way in the proposed Resolution.

BY ORDER OF THE BOARD 

Director

DIN-_________________

 

MINUTES OF EXTRA ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF _______________ PRIVATE LIMITED HELD ON ____, ___________________ AT 11:00 A.M. AT REGISTERED OFFICE OF THE COMPANY.

 PRESENT:

  1. _____________                   Director
  2. __________                       Director

CHAIRMAN: Mr. _____ proposed the name of Mr. ____ as the Chairman of the meeting. Mr. _____ accepted the proposal.

Then he presided over the meeting and quorum was present in the meeting. Then the Chairman read the Notice for convening the Extra Ordinary General Meeting.

ITEM NO. 1.

CHANGE OF NAME OF THE COMPANY

The Chairman placed before the Members, Special Resolution to be passed for change of Name of the Company, subject to the approval of Central Registration Centre (CRC), Ministry of Corporate Affairs as stated below.

Proposed By: Mr. ____

Seconded By: Mr. ____

RESOLVED THAT pursuant to the provisions of Section 13 read with Rule 29 of Companies (Incorporation) Rules, 2014, and any other applicable provisions of the Companies Act, 2013 read with Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force), subject to the approval of the Central Registration Centre (CRC), Ministry of Corporate Affairs, the consent of members of the Company be and is hereby accorded to change the name of the Company from “______ PRIVATE LIMITED” to _____ PRIVATE LIMITED. 

RESOLVED FURTHER THAT the name ______ PRIVATE LIMITED wherever it occurs in the Memorandum and Articles of Association of the Company be substituted by the new name _______ PRIVATE LIMITED. 

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Directors of the Company, be and are hereby severally authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary proper or desirable and to sign and execute all necessary documents, applications and returns, e-forms with the Central Registration Centre (CRC), Ministry of Corporate Affairs for the purpose of giving effect to the aforesaid resolution.”

On being put to vote by show of hands the resolution was adopted unanimously.

VOTE OF THANKS 

The Meeting concluded with a vote of thanks to the Chair.

Place:

Date:

(CHAIRMAN)

DIN: _____________

 

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