KHANNA & ASSOCIATES is a 70 year old taxation lawyer and chartered accountant firm .It includes Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law firm . We provide various services legal to finance . KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business, Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts as well as Tribunals. An individualized service by members with decades of experience ensures total satisfaction to the clients. We Provide services are: • Accounting Services • Auditing & Assurance Services • Advisory Services • Business Services • Corporate Services • International Services • Financial & Corporate Services • Foriegn Exchange Services • STPI Services • Taxation Services • Trademark & Copyright Related Services • NRI Related Services • Corporate Governance Services • Service Tax Strat up/stand up india service Contact Us: • www.khannaandassociates.com • www.cafirm.khannaandassociates.com • www.bestdivorcelawyer.in • www.domesticviolence.co.in IN-+91-946160007 US-+1-80151-20200 • info@khannaandassociates.com • cafirm.khannaandassociates@gmail.com

1. PROCEDURE FOR CHANGE IN NAME CLAUSE -as Per Company Act 2013-
Khanna & Associates LLP
A company being a legal entity must have a name of its own to establish its Separate identity. The
name of the company is a symbol of its independent corporate existence. The first clause in the
Memorandum of Association of the company states the name by which a company is known. The
company may adopt any suitable name provided it is not undesirable.
Sub Section- 2 of Section 4 of the Companies Act, 2013 provides that no company shall be registered by
name which:
Is identical with or resemble too nearly to the name of an existing company registered under this Act
or any previous company law, or: [Section- 2 (a)]
 will constitute an offence under any law for the time being in force, or: [Section- 2 (b)(i)]
 is undesirable in the opinion of the Central Government. [Section- 2 (b)(Ii)].
Sub Section-3 without prejudice (Effect) to the provisions of sub-section (2) [as given above], a company
shall not be registered with a name which contains unless the previous approval of the Central
Government has been obtained for the use of any such word or expression:
any word or expression which is likely to give the impression that the company is in any way
connected with, or having the patronage of, the Central Government, any State Government, or any
local authority, corporation or body constituted by the Central Government or any State Government
under any law for the time being in force; or [Section- 3 (a)].
Such word or expression, as may be prescribed. [Section- 3 (b)].
The company after incorporation can change their name by following way:
 Conversion of name from private to public, or
 Conversion of name from public to private, or
 Change of name from ABC limited to XYZ limited.
Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter
referred to as “Memorandum”) of the Company. Section 13 of Companies Act 2013 regulates the

2. process of amendment in Memorandum of Association is applicable to all companies. All clauses of
Memorandum except Capital clause can be altered by following the provisions of Section 13 of
Companies Act, 2013 by passing special resolution.
Section 13 of the Companies Act, 2013 deal with change of name which says that the name of the
company can be changed by a special resolution and with the approval of the Central Government.
Approval of Central Government is not required if the change relates to the addition/deletion of the
words “private” to the name.
Chapter II Incorporation Of Company And Matters Incidental Thereto Provisions of the Companies Act,
2013: Section 13: Alteration of Memorandum
STEPS FOR ALTERATION IN NAME CLAUSE OF MEMORANDUM OF ASSOCIATION:
Step.1
Call Meeting of Board Director:
Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board
Meeting.
Attach Agenda of Board Meeting along with Notice
STEP.2
Hold A Board Meeting: Hold the Board meeting of Company for following purposes:
Place before Board Suggestions for New names.
Pass Board Resolution after Selection of Names.
Authorize to Directors of company to make Application with ROC for Name approval
STEP.3
File – e-form- INC-1 with ROC: File form INC-1 with ROC for approval of name:
ATTACHMENTS:
Copy of Board Resolution.
Approval of Owner of Trade Mark or the applicant of such application

3. [If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application
pending for registration under the Trade Mark Act, 1999]
STEP.4
Name Approval Certificate from ROC, if applied name are available.
STEP-5
Call Meeting of Board Director:
Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board
Meeting.
Attach Agenda of Board Meeting along with Notice.
STEP-6
Hold Board Meeting: Hold the Board meeting of Company for following
purposes:
Place Name Availability Certificate before the Board.
Fix Day, Date, Time of Extra-ordinary General Meeting.
Place Draft Notice of Extra-ordinary General Meeting before Board.
Authorization to Director to issue Notice of Extra-ordinary General Meeting.
STEP-7
Call Extra-Ordinary General Meeting:
Give Atleast 21 clear days Notice of Extra-ordinary General Meeting along with explanatory statement
through Electronic Mode or in Writing to:
All the Directors of Company.
All the Members of Company
Auditor of Company.
The notice shall specify the place, date, day and time of the meeting and contain a statement on the
business to be transacted at the EGM.

4. Authorize Director & Company Secretary of company to issue notice of EGM.
STEP-8
Hold Extra-Ordinary General Meeting:
Check the Quorum.
Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section-
146).
Pass Special Resolution.[Section-114(2)]
Approval of Alteration in MOA & AOA.
STEP-9
Filling of e-Form with ROC:
E-form MGT-14 within 30 days of passing of Special Resolution.
ATTACHMENT:
Notice along with Explanatory Statements.
Certified True Copy of Special Resolution.
Altered in MOA & AOA.
Minutes of General Meeting.
E-form INC-24 within 30 days of passing of Special Resolution
ATTACHMENT:
Notice along with Explanatory Statements.
Certified True Copy of Special Resolution.
Altered in MOA & AOA.
Minutes of General Meeting
After completing Above Procedure ROC will issue a New Certificate of Incorporation in form No. – 25.
(Rule-29 of THE Companies (Incorporation) Rules, 2014). Name will be effective from the date of issue
of Certificat

5. Sample Board Resolution for Change in Name of the Company
“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions of the
Companies Act, 2013, and subject to the approval of the Central Government the existing name of the
company be changed from XYZ PRIVATE LIMITED to ABC PRIVATE LIMITED or such other name as may be
made available by the Registrar of Companies and agreed upon by the Board of Directors of the
Company.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. Manoj Agarwal,
Director of the Company be and is hereby authorized to make necessary application for obtaining
approval to the change of name accordingly to the Registrar of Companies, NCT of Delhi and Haryana.
FURTHER RESOLVED THAT Mr. Manoj Agarwal, Director of the Company be and is hereby also
authorised, 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 for the
purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of
change of name with the Registrar of Companies, NCT of Delhi and Haryana.”
Sample Shareholders Resolution for Change in Name of the Company
i. Specimens of Special Resolutions for change in the name of the company
“RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the
Companies Act, 2013 if any, and subject to the availability of name and the approval of the Registrar of
Companies the name of the company be changed from XYZ PRIVATE LIMITED to ABC PRIVATE LIMITED
and the Name of XYZ Private Limited, wherever it appears in the Memorandum, Articles, documents,
etc. be substituted by the new name 'ABC Private Limited' in due course.”
ii. Specimen of Special Resolution for amendment in Clause No. I of MOA regarding change in name:
“RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the
following:

6. 'The Name of the company is ABC PRIVATE LIMITED'
iii. Specimen of Special Resolution for amendment in Clause No. ____ of AOA regarding change in name:
“RESOLVED THAT Clause _____ of the Articles of Association of the company be substituted by the
following:
"The Company" means ABC PRIVATE LIMITED
KHANNA & ASSOCIATES is a 70 year old taxation lawyer and chartered accountant firm .It includes
Company Secretary , MBA s, Taxation Lawyers and Chartered Accountant. We are an international law
firm . We provide various services legal to finance .
KHANNA & ASSOCIATES is a full service Law Firm handling all legal matters on Civil, Criminal, Business,
Commercial, Corporate, Arbitration , Labor & Service subjects in law, in all courts as well as Tribunals.
An individualized service by members with decades of experience ensures total satisfaction to the
clients.
We Provide services are:
• Accounting Services
• Auditing & Assurance Services
• Advisory Services
• Business Services
• Corporate Services
• International Services
• Financial & Corporate Services

7. • Foriegn Exchange Services
• STPI Services
• Taxation Services
• Trademark & Copyright Related Services
• NRI Related Services
• Corporate Governance Services
• Service Tax
Strat up/stand up india service
Contact Us:
• www.khannaandassociates.com
• www.cafirm.khannaandassociates.com
• www.bestdivorcelawyer.in
• www.domesticviolence.co.in
IN-+91-946160007
US-+1-80151-20200
• info@khannaandassociates.com
• cafirm.khannaandassociates@gmail.com