FIVE POINTERS OF THE DEVELOPMENT
1. The MCA has notified a new set of rules to amend the existing Companies (Incorporation) Rules, 2014. This notification shall come into force from 1st September 2021.
2.In the Companies (Incorporation) Rules, 2014, after Rule 33, the following rule shall be inserted, namely:-
- New rule i.e., Rule 33A Allotment of a new name to the existing company under section 16(3) of the Act
- New form i.e., Form no. INC-11C
“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 the 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.”.
In the Annexure, after Form No.INC-11B some insertions made.
3. 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 removes the old name and issue a fresh certificate of Incorporation with a new name in Form- 11C. Provided that nothing in this subsection shall prevent a company from subsequently changing its name in accordance with the provisions of section 13.
4. These rules may be called the Companies (Incorporation) Fifth Amendment Rules, 2021.
5. Section 16 of the Act for reference
(1) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which, –
(a) in the opinion of the Central Government, is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under this Act or any previous company law, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose;
(b) on an application by a registered proprietor of a trademark that the name is identical with or too nearly resembles to a registered trademark of such proprietor under the Trade Marks Act, 1999, made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trademark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.
(2) Where a company changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to the Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and the memorandum.
(3) If a company is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the company in such manner as may be prescribed and the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name, which the company shall use thereafter:
Provided that nothing in this subsection shall prevent a company from subsequently changing its name in accordance with the provisions of section 13.
