Board of directors of Bright Ltd. decides to change the name of the company to Shine Ltd. Certain members of the company object to the Board's decision to change the name of the company on the ground that the change will

The implications of change of name are discussed in various cases and this is well settled that change of name: Shall not affect any rights or obligations of the company. Shall not render defective any legal proceedings by or against the company; and Shall not affect any legal proceedings continued or commenced by or against the company pending in its old name, they may continue in its new name. The Act recognizes the continued existence of a company which has changed its name. The effect of the issue of the certificate of incorporation on change of name is not to reform or re-incorporate the company as a new entity. When the section refers to the company changing its name, it recognizes the continued existence of the company notwithstanding the change. A change of name of a company does not result in its dissolution and incorporation of a new company under a new name. Section 13 permits a company to change its name in the manner as prescribed. Sub-section (3) of Section 13 states that where a company changes its name, the ROC shall enter the new name on the register in the place of the old name, and shall issue a fresh certificate of incorporation with the necessary alterations embodied therein and the change of name shall be complete and effective only on the issue of such a certificate. It would be observed that the emphasis is on the expression 'change of name'. (Kalipada Sinha v. Mahalaxmi Bank Ltd. RIR 1966 Cal 585). Thus, taking into account the above provisions, it is quite clear to understand the implications. In the second sub-question, the objections raised by the members shall not be tenable since the change of name is not going affect any of the rights of members.