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<h1>Companies (Share Capital & Debentures) Rules, 2014 set conditions for differential shares, sweat equity, ESOPs, buy-backs and debentures.</h1> The Companies (Share Capital and Debentures) Rules, 2014 prescribe procedural, disclosure and substantive conditions for issuance and management of share capital and debentures under the Companies Act, 2013. Key provisions regulate equity shares with differential rights (authorization, limits, eligibility, disclosures), physical share certificate issuance and replacement, issuance of sweat equity and employee stock options (approvals, valuation, limits, lock-in, disclosures), preferential issues (pricing and valuation), buy-backs (solvency declaration, offer mechanics, filings) and debentures (security creation, trustee duties, trust deed, Debenture Redemption Reserve and events of default), supported by prescribed registers and forms.