Manapuram Ltd. is a leading construction company of India. In 2022 the company decided to convert itself into a private company due to strategic…

CA Intermediate · Corporate and Other Laws · MTP · September 2026
Manapuram Ltd. is a leading construction company of India. In 2022 the company decided to convert itself into a private company due to strategic reasons and changes in shareholding. After passing a special resolution and altering its articles of association, the company formally became a private company, and its name changed from Manapuram Ltd. to Manapuram Pvt. Ltd. The company secretary advised the Board to file Form INC-24 with the Central Government for this name change. In January 2025, the company planned to acquire high-tech machinery and required ₹ 50 crore in funding. It approached ABC Bank, which agreed to lend the amount against a fixed charge on the company's plots situated in Delhi. A year later, due to financial difficulties, the company decided to sell its plots, including the Delhi plot. Kalyani Ltd., a real estate development company, agreed to purchase the Delhi plot for ₹ 20 crore. During due diligence, Kalyani Ltd. discovered that ABC Bank held a registered charge on the property as security for its loan. In February 2026, Manapuram Ltd. accepted ₹ 12 crore as public deposits, of which ₹ 6 crore is maturing in the next financial year. The Board, reviewing the company's financial position, observed that aggregate outstanding loans and deposits had reached ₹ 62 crore and formed the view that the company was required to constitute an Audit Committee since this exceeded ₹ 50 crore. Manapuram Ltd. issued 10,000 equity shares through private placement, approved by the Board on 1-03-2026, and separately approved a buy-back of 5,000 shares on 15-04-2026. Both transactions were entered in the Register of Members on 25-04-2026. In light of the above facts, answer the following Multiple Choice Questions (Each MCQ 2 Marks):
(A) (a) Yes, because any name change, regardless of the reason, requires Central Government approval.
(B) (b) No, because the change of name results solely from the company's conversion from public to private under Section 14; a fresh certificate of incorporation reflecting the new name is issued by the Registrar on approval of conversion, without a separate name-change application.
(C) (c) Yes, because the name change involves adding the word "Private".
(D) (d) No, provided the company files a fresh MoA within 30 days.

Suggested Answer and Working Notes:

Correct Answer: Option (B)

(b) No, because the change of name results solely from the company's conversion from public to private under Section 14; a fresh certificate of incorporation reflecting the new name is issued by the Registrar on approval of conversion, without a separate name-change application.

Topics: The Foreign Exchange Management Act, 1999, Management & Administration

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