Regulation 45 - Change in name of the listed entity - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Change in name of the listed entity. 45. (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) 1 [ Upon compliance with the conditions for change of name laid down in Companies Act, 2013 and rules made thereunder, the listed entity, in the explanatory statement to the notice seeking shareholders approval for change in name, shall include a certificate from a practicing chartered accountant stating compliance with conditions provided in sub-regulation (1). ] ************* NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as, 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).