TaxTMI 
TaxTMI 
Chapter IV - The Companies (Share Capital and Debentures) Rules, 2014
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....es (Central Government's) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: - 1. Short title and commencement.- (1) These rules may be called the Companies (Share Capital and Debentures) Rules, 2014. (2) They shall come into force on the 1^st day of April, 2014. 2. Definitions.- (1) In these rules, unless the context otherwise requires,- (a) ''Act'' means the Companies Act, 2013 (18 of 2013); (b) ''Annexure'' means the Annexure to these rules; (c) ''Fees'' means the fees as specified in the Companies (Registration offices and fees) Rules, 2014; (d) ''Form'' or "e-form" means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; (e) ''Regional Director'' means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director; (f) ''section'' means the section of the Act. (2) Words and expres....
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....in crediting the amount in Investor Education and Protection Fund to the Central Government; (h) the company has not been penalized by Court or Tribunal during the last three years of any offence under the Reserve Bank of India Act, 1934 , the Securities and Exchange Board of India Act, 1992, the Securities Contracts Regulation Act, 1956, the Foreign Exchange Management Act, 1999 or any other special Act, under which such companies being regulated by sectoral regulators. (2) The explanatory statement to be annexed to the notice of the general meeting in pursuance of section 102 or of a postal ballot in pursuance of section 110 shall contain the following particulars, namely:- (a) the total number of shares to be issued with differential rights; (b) the details of the differential rights ; (c) the percentage of the shares with differential rights to the total post issue paid up equity share capital including equity shares with differential rights issued at any point of time; (d) the reasons or justification for the issue; (e) the price at which such shares are proposed to be issued either at par or at premium; (f) the....
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....lars of promoters, directors or key managerial personnel to whom such shares are issued; (f) the change in control, if any, in the company consequent to the issue of equity shares with differential voting rights; (g) the diluted Earning Per Share pursuant to the issue of each class of shares, calculated in accordance with the applicable accounting standards; (h) the pre and post issue shareholding pattern along with voting rights in the format specified under sub-rule (2) of rule 4. (5) The holders of the equity shares with differential rights shall enjoy all other rights such as bonus shares, rights shares etc., which the holders of equity shares are entitled to, subject to the differential rights with which such shares have been issued. (6) Where a company issues equity shares with differential rights, the Register of Members maintained under section 88 shall contain all the relevant particulars of the shares so issued along with details of the shareholders. Explanation.- For the purposes of this rule, it is hereby clarified that differential rights attached to such shares issued by any company under the provisions of Companies Act, 1956, shall....
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....s signature is printed thereon as a facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography, or digitally signed, but not by means of a rubber stamp, provided that the director shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose. (4) The particulars of every share certificate issued in accordance with sub-rule (1) shall be entered in the Register of Members maintained in accordance with the provisions of section 88 along with the name(s) of person(s) to whom it has been issued, indicating the date of issue. 6. Issue of renewed or duplicate share certificate.- (1) the certificate of any share or shares shall not be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, mutilated, torn or old, decrepit, worn out, or where the pages on the reverse for recording transfers have been duly utilised, unless the certificate in lieu of which it is issued is surrendered to the company: Provided that the company may charge such fee as t....
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....the number and date of issue of the share certificate in lieu of which the new certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross-references in the "Remarks" column. (b) The register shall be kept at the registered office of the company or at such other place where the Register of Members is kept and it shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for the purpose. (c) All entries made in the Register of Renewed and Duplicate Share Certificates shall be authenticated by the company secretary or such other person as may be authorised by the Board for the purposes of sealing and signing the share certificate under the provisions of sub-rule (3) of rule 5. 7. Maintenance of share certificate forms and related books and documents.- (1) All blank forms to be used for issue of share certificates shall be printed and the printing shall be done only on the authority of a resolution of the Board and the blank form shall be consecutively machine-numbered and the forms and the blocks, engravings, facsimiles and hues ....
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....al meeting. Explanation.- For the purposes of this rule- (i) the expressions ''Employee'' means- (a) a permanent employee of the company who has been working in India or outside India, for at least last one year; or (b) a director of the company, whether a whole time director or not; or (c) an employee or a director as defined in sub-clauses (a) or (b) above of a subsidiary, in India or outside India, or of a holding company of the company; (ii) the expression 'Value additions' means actual or anticipated economic benefits derived or to be derived by the company from an expert or a professional for providing know-how or making available rights in the nature of intellectual property rights, by such person to whom sweat equity is being issued for which the consideration is not paid or included in the normal remuneration payable under the contract of employment, in the case of an employee. (2) The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 shall contain the following particulars, namely:- (a) the date of the Board meeting at which the proposal for issue of sweat equity sha....
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....tification for such valuation. (7) The valuation of intellectual property rights or of know how or value additions for which sweat equity shares are to be issued, shall be carried out by a registered valuer, who shall provide a proper report addressed to the Board of directors with justification for such valuation. (8) A copy of gist along with critical elements of the valuation report obtained under clause (6) and clause (7) shall be sent to the shareholders with the notice of the general meeting. (9) Where sweat equity shares are issued for a non-cash consideration on the basis of a valuation report in respect thereof obtained from the registered valuer, such non-cash consideration shall be treated in the following manner in the books of account of the company- (a) where the non-cash consideration takes the form of a depreciable or amortizable asset, it shall be carried to the balance sheet of the company in accordance with the accounting standards; or (b) where clause (a) is not applicable, it shall be expensed as provided in the accounting standards. (10) The amount of sweat equity shares issued shall be treated as part of managerial remuneration f....
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.... and paid up share capital; (h) the consideration (including consideration other than cash) received or benefit accrued to the company from the issue of sweat equity shares; (i) the diluted Earnings Per Share (EPS) pursuant to issuance of sweat equity shares. (14) (a) The company shall maintain a Register of Sweat Equity Shares in Form No. SH.3 and shall forthwith enter therein the particulars of Sweat Equity Shares issued under section 54. (b) The Register of Sweat Equity Shares shall be maintained at the registered office of the company or such other place as the Board may decide. (c) The entries in the register shall be authenticated by the Company Secretary of the company or by any other person authorized by the Board for the purpose. 9. Issue and redemption of preference shares.- (1) A company having a share capital may, if so authorised by its articles, issue preference shares subject to the following conditions, namely:- (a) the issue of such shares has been authorized by passing a special resolution in the general meeting of the company (b) the company, at the time of such issue of preference s....
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....s and Exchange Board of India in this behalf. (6) A company may redeem its preference shares only on the terms on which they were issued or as varied after due approval of preference shareholders under section 48 of the Act and the preference shares may be redeemed:- (a) at a fixed time or on the happening of a particular event; (b) any time at the company's option; or (c) any time at the shareholder's option. 10. Issue and redemption of preference shares by company in infrastructural projects.- A company engaged in the setting up and dealing with of infrastructural projects may issue preference shares for a period exceeding twenty years but not exceeding thirty years, subject to the redemption of a minimum ten percent of such preference shares per year from the twenty first year onwards or earlier, on proportionate basis, at the option of the preference shareholders. 11. Instrument of transfer.- (1) An instrument of transfer of securities held in physical form shall be in Form No.SH.4 and every instrument of transfer with the date of its execution specified thereon shall be delivered to the company within sixty days from the date of such e....
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.... (f) the exercise price or the formula for arriving at the same; (g) the exercise period and process of exercise; (h) the Lock-in period, if any ; (i) the maximum number of options to be granted per employee and in aggregate; (j) the method which the company shall use to value its options; (k) the conditions under which option vested in employees may lapse e.g. in case of termination of employment for misconduct; (l) the specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee; and (m) a statement to the effect that the company shall comply with the applicable accounting standards . (3) The companies granting option to its employees pursuant to Employees Stock Option Scheme will have the freedom to determine the exercise price in conformity with the applicable accounting policies, if any. (4) The approval of shareholders by way of separate resolution shall be obtained by the company in case of- (a) grant of option to employees of subsidiary or holding company; or (b) grant of option to ....
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.... the option is granted shall be entitled to exercise the option. (d) In the event of the death of employee while in employment, all the options granted to him till such date shall vest in the legal heirs or nominees of the deceased employee. (e) In case the employee suffers a permanent incapacity while in employment, all the options granted to him as on the date of permanent incapacitation, shall vest in him on that day. (f) In the event of resignation or termination of employment, all options not vested in the employee as on that day shall expire. However, the employee can exercise the options granted to him which are vested within the period specified in this behalf, subject to the terms and conditions under the scheme granting such options as approved by the Board. (9) The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the following details of the Employees Stock Option Scheme: (a) options granted; (b) options vested; (c) options exercised; (d) the total number of shares arising as a result of exercise of option; (e) options lapsed; (f) the exercise price; ....
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....offered through a public issue, rights issue, employee stock option scheme, employee stock purchase scheme or an issue of sweat equity shares or bonus shares or depository receipts issued in a country outside India or foreign securities; (ii) the expression, "shares or other securities" means equity shares, fully convertible debentures, partly convertible debentures or any other securities, which would be convertible into or exchanged with equity shares at a later date. (2) Where the preferential offer of shares or other securities is made by a company whose share or other securities are listed on a recognized stock exchange, such preferential offer shall be made in accordance with the provisions of the Act and regulations made by the Securities and Exchange Board, and if they are not listed, the preferential offer shall be made in accordance with the provisions of the Act and rules made hereunder and subject to compliance with the following requirements, namely:- (a) the issue is authorized by its articles of association; (b) the issue has been authorized by a special resolution of the members; (c) the securities allotted by way of preferential off....
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....sp; Private Corporate Bodies Directors and Relatives Indian Public Others (Including NRIs) Sub Total(B) GRAND TOTAL (e) the allotment of securities on a preferential basis made pursuant to the special resolution passed pursuant to sub-rule (2)(b) shall be completed within a period of twelve months from the date of passing of the special resolution. (f) if the allotment of securities is not completed within twelve months from the date of passing of the special resolution, another special resolution shall be passed for the company to complete such allotment thereafter. (g) the price of the shares or other securities to be issued on a preferential basis, either for cash or for consideration other than cash, shall be determined on the basis of valuation repor....
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....d is approved by the members by passing special resolution in a general meeting; (b) such purchase of shares shall be made only through a recognized stock exchange in case the shares of the company are listed and not by way of private offers or arrangements; (c) where shares of a company are not listed on a recognized stock exchange, the valuation at which shares are to be purchased shall be made by a registered valuer; (d) the value of shares to be purchased or subscribed in the aggregate together with the money provided by the company shall not exceed five per cent. of the aggregate of paid up capital and free reserves of the company; (2) The explanatory statement to be annexed to the notice of the general meeting to be convened pursuant to section 102 shall, in addition to the particulars mentioned in sub-rule (1) of rule 18, contain the following particulars, namely:- (a) the class of employees for whose benefit the scheme is being implemented and money is being provided for purchase of or subscription to shares; (b) the particulars of the trustee or employees in whose favor such shares are to be registered; (c) the parti....
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....k was approved by the board of directors of the company; (b) the objective of the buy-back; (c) the class of shares or other securities intended to be purchased under the buy-back; (d) the number of securities that the company proposes to buy-back; (e) the method to be adopted for the buy-back; (f) the price at which the buy-back of shares or other securities shall be made; (g) the basis of arriving at the buy-back price; (h) the maximum amount to be paid for the buy-back and the sources of funds from which the buy-back would be financed; (i) the time-limit for the completion of buy-back; (j) (i) the aggregate shareholding of the promoters and of the directors of the promoter, where the promoter is a company and of the directors and key managerial personnel as on the date of the notice convening the general meeting; (ii) the aggregate number of equity shares purchased or sold by persons mentioned in sub-clause (i) during a period of twelve months preceding the date of the board meeting at which the buy-back was approved and from that date till the date of notice convening the general meeting; ....
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....not more than six months old from the date of offer document; and (iv) the Board of directors have formed the opinion as specified in clause (m) on reasonable grounds and that the company, having regard to its state of affairs, shall not be rendered insolvent within a period of one year from that date. (2) The company which has been authorized by a special resolution shall, before the buy-back of shares, file with the Registrar of Companies a letter of offer in Form No. SH.8, along with the fee: Provided that such letter of offer shall be dated and signed on behalf of the Board of directors of the company by not less than two directors of the company, one of whom shall be the managing director, where there is one. (3) The company shall file with the Registrar, along with the letter of offer, and in case of a listed company with the Registrar and the Securities and Exchange Board, a declaration of solvency in Form No. SH.9 along with the fee and signed by at least two directors of the company, one of whom shall be the managing director, if any, and verified by an affidavit as specified in the said Form. (4) The letter of offer shall be dispatched to the sharehol....
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....ash; (d) the company shall not withdraw the offer once it has announced the offer to the shareholders; (e) the company shall not utilize any money borrowed from banks or financial institutions for the purpose of buying back its shares; and (f) the company shall not utilize the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities for the buy-back. (12) (a) The company, shall maintain a register of shares or other securities which have been bought-back in Form No. SH.10. (b) The register of shares or securities bought-back shall be maintained at the registered office of the company and shall be kept in the custody of the secretary of the company or any other person authorized by the board in this behalf. (c) The entries in the register shall be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose. (13) The company, after the completion of the buy-back under these rules, shall file with the Registrar, and in case of a listed company with the Registrar and the Securities and Exchange Board of India, a return in the Fo....
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....tee, if he- (i) beneficially holds shares in the company; (ii) is a promoter, director or key managerial personnel or any other officer or an employee of the company or its holding, subsidiary or associate company; (iii) is beneficially entitled to moneys which are to be paid by the company otherwise than as remuneration payable to the debenture trustee; (iv) is indebted to the company, or its subsidiary or its holding or associate company or a subsidiary of such holding company; (v) has furnished any guarantee in respect of the principal debts secured by the debentures or interest thereon; (vi) has any pecuniary relationship with the company amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; (vii) is relative of any promoter or any person who is in the employment of the company as a director or key managerial personnel (d) the Board may fill any casual vacancy in the office of the trustee but while any such....
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.... steps to convene a meeting of the holders of debentures as and when such meeting is required to be held; (m) ensure that the debentures have been converted or redeemed in accordance with the terms of the issue of debentures; (n) perform such acts as are necessary for the protection of the interest of the debenture holders and do all other acts as are necessary in order to resolve the grievances of the debenture holders. (4) The meeting of all the debenture holders shall be convened by the debenture trustee on- (a) requisition in writing signed by debenture holders holding at least one-tenth in value of the debentures for the time being outstanding; (b) the happening of any event, which constitutes a breach, default or which in the opinion of the debenture trustees affects the interest of the debenture holders. (5) For the purposes of sub-section (13) of section 71 and sub-rule (1) a trust deed in Form No.SH.12 or as near thereto as possible shall be executed by the company issuing debentures in favour of the debenture trustees within sixty days of allotment of debentures. (6) The provisions of sub-rules (2) to (5) of rule 18 shall not b....
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.... (iv) in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the Indian Trusts Act, 1882; (v) the amount invested or deposited as above shall not be used for any purpose other than for redemption of debentures maturing during the year referred above: Provided that the amount remaining invested or deposited, as the case may be, shall not at any time fall below fifteen percent of the amount of the debentures maturing during the year ending on the 31st day of March of that year; (d) in case of partly convertible debentures, Debenture Redemption Reserve shall be created in respect of non-convertible portion of debenture issue in accordance with this sub-rule. (e) the amount credited to the Debenture Redemption Reserve shall not be utilised by the company except for the purpose of redemption of debentures. (8) (a) A trust deed for securing any issue of debentures shall be open for inspection to any member or debenture holder of the company, in the same manner, to the same extent and on the payment of the same fees, as if it were the register of members of the company; and....
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....g registered as a holder in respect of such securities, be entitled in respect of these securities to exercise any right conferred by the membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the securities, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends or interests, bonuses or other moneys payable in respect of the securities, as the case may be, until the requirements of the notice have been complied with. (9) A nomination may be cancelled, or varied by nominating any other person in place of the present nominee, by the holder of securities who has made the nomination, by giving a notice of such cancellation or variation, to the company in Form No. SH.14. (10) The cancellation or variation shall take effect from the date on which the notice of such variation or cancellation is received by the company. (11) Where the nominee is a minor, the holder of the securities, making the nomination, may appoint a person in Form No. SH.14 specified under sub-rule (1), who shall b....
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.... Date of issue of Renewed/Duplicate Share Certificate From To certificate Certificate 6 7 8 9 10 Reasons for issue of Renewed/ Duplicate Share Certificate 11 Number of the Renewed share certificate, if applicable Total Number of Shares in the Reference to entry in Register of Members Remarks Renewed/Duplicate Share Certificate 12 13 14 15 [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Form No. SH-3 Register of Sweat Equity Shares [Pursuant to section 54 of the Companies Act, 2013 and rule 8(14) of the Companies (Share Capital and Debentures) Rules 2014] S. No. Reference to entry in register Name of the allottee Status of the allottee Date of passing of whether director or Board resolution of members 1 2 3 employee 4 Date of the special Date of issue of sweat resolution authorizing the equity shares Number of sweat equity shares issued Certificate No./ Folio No. iss....
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....Specimen Signature of Transferee Value of stamp affixed:....... (Rs.) Enclosures: (1) Certificate of shares or debentures or other securities (2) If no certificate is issued, letter of allotment. (3) Others, specify.. Stamps 83 84 For office use only Checked by.. Signature tallied by.. THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Entered in the Register of Transfer on vide Transfer No.. Approval Date.. Power of attorney / Probate / Death Certificate / Letter of Administration Registered on No.... On the reverse page of the certificate Name of the Transferor Name of the Transferee No. of shares Date of Transfer Signature of the authorized signatory .at Form No. SH-5 Notice for transfer of partly paid securities [Pursuant to sub-section (3) of section 56 of the Companies Act, 2013 and sub-rule (3) of rule 11 the Companies (Share Capital and Debentures) Rules 2014] To- (Name and address of transferee) Subject: Transfer of partly paid securities Notice is hereby given that an application has been made by the transferor for the transfer of securities of the [à¤....
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....10 11 12 13 14 Any variation of terms Signature Remarks of the scheme and its effects 15 16 17 [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण FORM NO. SH.7 [Pursuant to section 64(1) of the Companies Act, 2013 and pursuant Rule 15 of the Companies (Share Capital & Debentures) to Rules, 2014] Form language oEnglish o Hindi Refer the instruction kit for filing the form. 1.(a) *Corporate identity number (CIN) of company (b) Global location number (GLN) of company 2.(a) Name of the company (b) Address of the registered office of the company (c) *e-mail ID of the company सतà¥à¤¯à¤®à¥‡à¤µ जयते 87 Notice to Registrar of any alteration of share capital Pre-fill 3. *Purpose of the form Increase in share capital independently by company Increase in share capital with Central Government order Redemption of redeemable preference shares Increase in number of members Consolidation or division ....
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....eemable preference shares, the particulars of which are as under (a) Description of Preference shares to be redeemed (b) Date of issue of series of shares (c) Date on which shares were fully paid up (d) Due date of redemption of shares (DD/MM/YYYY) 89 90 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] (e) Actual date of redemption of shares (f) Amount payable on redemptionAmount (in Rupees) i. Number of preference shares ii. Face value per share iii.Carrying rate of dividend per share iv. Total nominal value V. Total premium paid on redemption, if any (g) Preference shares redeemed out of Profits of the company Proceeds of fresh issue of shares Amount (in Rupees) 9. Revised capital structure after taking into consideration the changes vide points 4, 5, 6, 7 and 8 above (a) Authorised capital of the company Break up of Authorised capital Number of equity shares Nominal amount per equity share Number of preference shares Nominal amount per preference share (in Rs.) Total amount of equity shares (in Rs.) Total amount of preference shares (in Rs.) Number of unclassifie....
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....already been paid, provide details of form(s) filled earlier (SRN or receipt number, form number, date of filling, amount of stamp duty paid) Declaration a (Drop down) {Values: Director/Manager/Company secretary/CEO/CFO} of the company declare that all the requirements of the Companies Act, 2013 and the rules made thereunder have been complied with. I am authorized by the board of directors to give this declaration and to sign and submit this Form. It is further declared and verified that 92 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] (h) Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association. (i) All the required attachments have been completely, correctly and legibly attached to this form. (j) I further declare that the company has paid correct stamp duty as per applicable Stamp Act. *To be digitally signed by DSC BOX *Designation *Director identi....
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.... capital of the company (in Rs.) (i) Number of equity shares Total amount of equity shares (in Rs.) (ii) Number of preference shares Total amount of preference shares (in Rs.) Nominal amount per equity share Nominal amount per preference share Nominal amount per equity share Nominal amount per preference share| 6. Details of last buy back (a) Date of completion of last buy-back (b) Percentage of the share capital bought back to the total paid up share capital and free reserves 7. *Amount as on a. *Free reserves *Securities Premium account *Proceeds out of fresh issue ofany shares or b. C. other specifiedsecurities d. *Debt Secured Unsecured Total (in Rupees) (in %) 8. *Source of the buy-back would be O Free reserves O Securities premium O Proceeds out of fresh issue of shares or other specified securities O Debt 9. (a)* Date of Board of Directors' resolution authorizing buy-back of securities (b) (i) Date of passing the special resolution 94 THE GAZETTE OF INDIA : EXTRAORDINARY (ii) Service request number of Form MGT.14 [PART II-SEC. 3(i)] 10. *Shareholding of the promo....
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.... Total Total number of shareholders Securities held before buy- back as on [ à¤à¤¾à¤— II-खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 12. *Particulars of the securities authorized to be bought-back Maximum Number of the shares or other securities Minimum Number of the shares or other securities Nominal value per securityTo of buy back Percentage of total share capital and free reserves proposed to be bought back 13. *Objective of the buy-back 14. â—Ž Existing security-holders on a proportionate basis Open market Odd-lots of listed securities Sweat equity â—Ž Employees' Stock Option ☠☠Any other mode 15. *Article number authorizing buy-back 16. (a) *Date of opening of the offer (b) *Proposed completion date of buy-back (c) *Proposed date of extinguishment of the certificates 17. Other terms and conditions of offer, if any 18. *Expected capital structure post buy-back (assuming maximum securities bought back as per plan) (a) Authorized capital of....
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.... declared that all the attachments and the information given in this form are true and correct to the best ofmy knowledge. Further declared that: (a) All requirements of section 68(3) have been complied with. (b) No defaults are subsisting in repayment of deposits or interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend to any shareholder or repayment of any term loan or interest payable thereon to any financial institutions or banking company and the company is not prohibited for buy-back by operation of law within the meaning of section 70 of the Act; (c) The Board of directors has made a full enquiry into the affairs and prospects of the company and that they have formed the opinion: i. ii. as regards its prospects for the year immediately following the date of the letter of offer that, having regard to their intentions with respect to the management of the company's business during that year and to the amount and character of the financial resources which will in their view be available to the company during that year, the company will be able to me....
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....ach (3) *Auditor's report Attach (4) *Affidavit as per rule 17(3) Attach (5) Copy of Special Resolution Attach (6) Optional Attachments, if any Attach Pre-fill [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Declaration We solemnly declare that we have made a full enquiry into the affairs of the company including the assets and liabilities of this company and have noted that the shareholders by a special resolution dated And/or the resolution passed by the Board at its meeting held on back of have approved the buy- *(in numbers) (in words) shares or other specified securities as per the provisions of section 68 of the Companies Act, 2013. Verified this day the* day of * To be digitally signed by two directors, one of whom shall be the Managing director (if any) *Designation (Drop down) (Values: Director, Managing Director) DSC Box *DIN *Designation Director DSC Box *DIN Note:Attention is drawn to provisions of Section 448 and 449 which provid....
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....ate whether the securities have been bought back from â– the existing security-holders on a proportionate basis the open market odd-lots of listed securities Employees' Stock Option â– â– Sweat equity â– any other mode, if so indicate the mode 2. Other relevant details, if any. Place: Date: Signature of the authorized signatory Name of the above person: Designation: 101 102 THE GAZETTE OF INDIA: EXTRAORDINARY FORM NO. SH.11 [Pursuant to section 68(10) of the Companies Act, 2013 and pursuant to Rule 17(13) of the Companies (Share Capital & Debentures) Rules, 2014] Form language o English o Hindi Refer the instruction kit for filing the form. 1.(a) "Corporate identity number (CIN) of company (b) Global location number (GLN) of company 2.(a) Name of the company सतà¥à¤¯à¤®à¥‡à¤µ जयते [PART II SEC. 3(i)] Return in respect of buy-back of securities Pre-Fill (b) Address of the registered office of the company (c)* e-mail ID of the company 3.* Income-tax permanent account number (Income-tax PAN) 4. Whe....
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.... 103 104 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] 15. Whether there is any default in complying with the provisions of following sections: (a) Section 92 (relating to annual return) (b) Section 123 (relating to payment of dividend) (c) Section 128 (relating to balance sheet or profit and loss account) Yes No Yes No Yes No 16. "Date of payment of consideration to all shareholders from whom securities have been bought back 17.* The shareholding pattern after buy back of securities: Securities held before buy back Securities held after buy back S.No. Category of security holders 1. Government [Central and State] 2. Government companies 3. Public financial companies 4. Nationalised or other bank(s) 5. Mutual funds 6. Venture capital 7. Foreign holdings (Foreign institutional investors, Foreign companies, Non resident indians, Foreign financial institutions or Overseas corporate bodies) 8. Bodies corporate (not mentioned above) 9. Directors or relatives of directors 10. Other top fifty (50) shareholders (other than mentioned above) 11. Othe....
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....y Attach Attach Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement / certificate and punishment for false evidence respectively. Modify Check Form For office use only: eForm Service request number (SRN) This e-Form is hereby registered Digital signature of the authorising officer Date of signing Prescrutiny Submit Affix filing details eForm filing date Confirm submission (DD/MM/YYYY) (DD/MM/YYYY) 106 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Form No. SH-12 Debenture Trust Deed [Pursuant to sub-section (13) of section 71 of the Companies Act, 2013 and rule 11 of the Companies (Share Capital and Debentures) Rules 2014] The debenture trust deed shall, inter alia, contain the following:- 1. DESCRIPTION OF DEBENTURE ISSUE: (a) Purpose of raising finance through the debenture issue; (b) Details of debenture issue as regards amount, tenure, interest/coupon rate, periodicity of payment, mode of payment and period of redemption; (c) An undertaking by the company to pay the interest and principal amount of such debentu....
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....xpenses payable to the trustee(s) for their services; Rights of the trustee including the right to inspect the registers of the company and to take copies and extract thereof and the right to appoint a nominee director; Duties of the trustee. 4. EVENTS OF DEFAULTS (a) Events under which the security becomes enforceable which shall include the following events: (i) When the company makes two consecutive defaults in the payment of any interest which ought to have been paid in accordance with the terms of the issue; (ii) (111) When the company without the consent of debenture holders ceases to carry on its business or gives notice of its intention to do so; When an order has been made by the Tribunal or a special resolution has been passed by the members of the company for winding up of the company; 107 (iv) When any breach of the terms of the prospectus inviting the subscriptions of debentures or of the covenants of this deed is committed; (v) When the company creates or attempts to create any charge on the mortgaged premises or any part thereof without the prior approval of the trustees/debenture holders; (b) ....
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....g further charge or encumbrance over the trust property without the approval of the trustee; obligation of the company to forward periodical reports to debenture trustees containing the following particulars: (i) updated list of the names and addresses of the debenture holders; (ii) details of interest due but unpaid and reasons thereof; (111) the number and nature of grievances received from debenture holders and (a) resolved by the company (b) unresolved by the company and the reasons for the same. (iv) a statement that the assets of the company which are available by way of security are sufficient to discharge the claims of the debenture holders as and when they become due complying with all directions/guidelines issued by a Regulatory authority, with regard to the debenture issue submitting such information, as required by the debenture trustee 6. MISCELLANEOUS: To (a) The conditions under which the provisions of the trust deed or the terms and conditions of the debentures may be modified; (b) (c) The mode of service of notices and other documents on the company, the trustee and the holders of the debentures; The....