If the Company wants to change name Special Resolution & Approval of CG

The Directors of a company registered & incorporated in the name Mars Textile India Ltd desire to change the name of the company entitled National Textiles & Industries Ltd. In the first instance, Mars Textile India ltd., should ascertain from the RoC whether the proposed name viz National Textiles & Ind Ltd is available or not. For this purpose, company should file the prescribed Form No. 1A with RoC with necessary fee.The RoC after examination will inform whether the new name is available or not for registration. In case name is available, the company has to pass a Special Resolution approving the change of name to National Textiles & Industries Ltd . Thereafter the approval of the central govt should be obtained as provided in section 21 of the companies act 1956. The power of central govt in this regard has been delegated to the RoC. Thus, the company has to file an application along with the prescribed filling fee for change of name. the change of name shall be complete and effective only on the issue of a fresh certificate of incorporation by the Registrar. The Registrar shall enter the new name in the register in place of the former name. the change of name shall not affect any rights or obligations of the company and it shall not render defective any legal proceedings by or against it.

Explain fully the ultra vires and state its implications The objects or the acts which a company is empowered to do are specified in the MoA of the company and the company cannot cross the boundary drawn by the MoA. The company is empowered to do only such acts which are: 1. Within the framework of the MoA of the company, 2. Which are reasonably and fairly incidental to the attainment of its objects, or 3. Which are otherwise authorized by Companies Act. If the company does any acts which are not covered under the 3 categories, such acts shall be beyond the power of the company and shall be declared ultra vires the MoA of the company.

The term ultra vires means beyond powers. A company binds itself to work within the frame work of those objects as stated in its MoA and if it does any act beyond the scope of its objects clause, then act or acts is declared as ultra vires. These ultra vires acts may be categorized under the following three heads: 1. Acts ultra vires the directors, i.e. acts beyond the powers of the Directors of the company. Such are not altogether void and inoperative. They can be ratified by the shareholders in a general meeting. 2. Acts ultra vires the AoA of the company, i.e. the acts which are beyond the powers of the company given to it by its AoA. These acts are also altogether void and inoperative. They can also be ratified by the company, by altering the articles through a special resolution. 3. Acts ultra vires the MoA of the company, i.e. acts which are beyond the powers of the company given to it by its MoA. As a matter of fact such acts are beyond the legal powers of the company and therefore, known as ultra vires the company. These acts are wholly void and inoperative; they cannot be ratified since they are beyond the legal powers of the company. The company therefore, is not bound by such acts at all. Most important thing is that such acts cannot be ratified even by the whole body of the shareholders of the company. Implications of ultra vires acts 1. Infliction against the company: any member of the company can obtain injuction from the court i.e. an order from the court to restrain the company from proceeding with the ultra vires acts. 2. Personal liability of the directors: the directors of the company are personally liable to the company for the ultra vires acts. It is the duty of the directors to see that the companys capital is used for the legitimate objects of the company and not otherwise. However, if the person receiving the money knows that he is receiving payment for an ultra vires act, then he is bound to return the money back to the director. 3. Ultra vires contracts are void: this is because of the fact, that the company is not empowered to enter into such contracts, as well such contracts cannot become inter vires by subsequent ratification even by the shareholders of the company.