The ministry of corporate affairs has amended, through the issue of notification on 22nd July 2021, the rules about the incorporation of the companies under the Company’s Act, 2013, and such amended rules will come into force from 1st September 2021. The companies (incorporation) fifth amendment rule 2021, (“Amendment”) amending the previous Companies (incorporation) Rule, 2014, inserted a new rule after the rule 33. The new rule is 33A – Allotment of a new name to the existing Company under section 16(3) of the Act.
Section 16 relates to the rectification of a company name subject to various conditions, including that the government may direct changing a firm's name if it is identical with or too nearly resembles the name of an existing company. In case such a direction is issued, the same has to be implemented by the company concerned within three months. Section 16(3) lays down provisions in the case where the company default in complying with the direction of the government. In that case, the central government shall allot the new name to the company and such name shall be entered in the register of companies by the registrar in place of the old name in addition to this a fresh share certificate will be issued to the company with a new name on it which the company shall use thereafter.
In pursuance of section 16 and section 469 (1) and (2) of the Company’s Act 2013 the ministry of corporate affairs vide the amendment added Rule 33A under the Rules, in agreement with if the Company fails to change its name or new name, as the case may be, as per the direction issued by the government under section 16(1) within the given time period i.e., 3 months the letters “ORDNC” (which is an abbreviation of the words “Order of Regional Director Not Complied”), the year of the 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. It has also been that nothing contained in the amended Rule shall apply in case e-form INC-24 filled by a company is pending for disposal at the expiry of three months from the date of issue of direction by the regional director.
As per sub-rule 2 of Rule 33A 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.in addition to this, there is a proviso that states that if any company subsequently changes its name by section 13than no such statement needs to be mentioned.
