TaxTMI 
TaxTMI 
TaxTMI 
Chapter IV - The Companies (Share Capital and Debentures) Rules, 2014
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....neral 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 1st 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 expressions used in these rules but not defined and defined in the Act or in Companies ....
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....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 basis on which the price has been arrived at; (g) (i) in case of private placement or preferential issue- (a) details of total number of shares proposed to be allotted to promoters, direc....
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....ith 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 continue till such rights are converted with the differential rights in accordance with the provisions of the Companies Act, 2013. 5. Certificate of shares (where shares are not in demat form).- (1) Where a company issues any share capital, no certificate of any share or shares held in the company shall be issued, except- (a) in pursuance of a ....
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....e 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 the Board thinks fit, not exceeding fifty rupees per certificate issued on splitting or consolidation of share certificate(s) or in replacement of share certificate(s) that are defaced, mutilated, torn or old, decrepit or worn out: (b) Where a certificate is issued in any of the circumstances specified in this sub-rule, it shall be stated on the face of it and be recorded in the Register maintained for the purpose, that it is....
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....ther 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 relating to the printing of such forms shall be kept in the custody of the secretary or such other person as the Board may authorise for the purpose; and the company secretary or other person aforesaid shall be responsible for rendering an account of these forms to the Board. (2) The following persons shall be responsible for the maintenance, preservation and safe custody of all books and documents relating to the issue of share certificates, including the blank forms of share certifi....
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....cipated 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 shares was approved; (b) the reasons or justification for the issue; (c) the class of shares under which sweat equity shares are intended to be issued; (d) the total number of shares to be issued as sweat equity; (e) the class or classes of directors or employees to whom such equity shares are to be issued; (f) the principal terms and conditions on which sweat equity shares are to be issued, including basis of valuation ; (g) the time period of association of such person with the company; (h) the names of the directors or employees to whom the....
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....tered 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 for the purposes of sections 197 and 198 of the Act, if the following conditions are fulfilled, namely.- (a) the sweat equity shares are issued to any director or manager; and (b) they are issued for consideration other than cash, which does not take the form of an asset which can be carried to the balance sheet of the company in accordance with the applicable accounting standards. (11) In respect of sweat equity shares issued during an accounting period, the accounting value of sweat equity shares shall be treated as a form of compensation to the employee or the director in the financial statements of the company, if the sweat equity shares are not issued pursuan....
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....y 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 shares, has no subsisting default in the redemption of preference shares issued either before or after the commencement of this Act or in payment of dividend due on any preference shares. (2) A company issuing preference shares shall set out in the resolution, particulars in respect of the following matters relating to such shares, namely:- (a) the priority with respect to payment of dividend or repayment of capital vis-a-vis equity shares; (b) the participation in surplus fund; (c) the participation in surplus assets and profits, on winding-up which may remain after the entire capital has been repaid; (d) the payment of dividend on cumulative or non-cumulative basis. (e) the conversion of preference shares into equity shares. (f) the voting rights; (g) the redemption of....
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....nstrument 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 execution. (2) In the case of a company not having share capital, provisions of sub-rule (1) shall apply as if the references therein to securities were references instead to the interest of the member in the company. (3) A company shall not register a transfer of partly paid shares, unless the company has given a notice in Form No. SH.5 to the transferee and the transferee has given no objection to the transfer within two weeks from the date of receipt of notice. 12. Issue of employee stock options.- A company, other than a listed company, which is not required to comply with Securities and Exchange Board of India Employee Stock Option Scheme Guidelines shall not offer shares to its employees under a scheme of employees' stock option (hereinafter referred to as "Employees Stock Option Scheme"), unless it complies with the following requirements, namely:- (1) the issue of Employees Stock Option Scheme has been approved by the shareholders of ....
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....option to employees of subsidiary or holding company; or (b) grant of option to identified employees, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant of option. (5) (a) The company may by special resolution, vary the terms of Employees Stock Option Scheme not yet exercised by the employees provided such variation is not prejudicial to the interests of the option holders. (b) The notice for passing special resolution for variation of terms of Employees Stock Option Scheme shall disclose full of the variation, the rationale therefor, and the details of the employees who are beneficiaries of such variation. (6) (a) There shall be a minimum period of one year between the grant of options and vesting of option: Provided that in a case where options are granted by a company under its Employees Stock Option Scheme in lieu of options held by the same person under an Employees Stock Option Scheme in another company, which has merged or amalgamated with the first mentioned company, the period during which the opt....
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....y realized by exercise of options; (i) total number of options in force; (j) employee wise details of options granted to;- (i) key managerial personnel; (ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. (iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; (10) (a) The company shall maintain a Register of Employee Stock Options in Form No. SH.6 and shall forthwith enter therein the particulars of option granted under clause (b) of sub-section (1) of section 62. (b) The Register of Employee Stock Options 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. (11) Where the equity shares of the company are listed on a recognized stock exchange, the Employees Stock Option Scheme shall be....
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....to be annexed to the notice of the general meeting pursuant to section 102 of the Act: (i) the objects of the issue; (ii) the total number of shares or other securities to be issued; (iii) the price or price band at/within which the allotment is proposed; (iv) basis on which the price has been arrived at along with report of the registered valuer; (v) relevant date with reference to which the price has been arrived at; (vi) the class or classes of persons to whom the allotment is proposed to be made; (vii) intention of promoters, directors or key managerial personnel to subscribe to the offer; (viii) the proposed time within which the allotment shall be completed; (ix) the names of the proposed allottees and the percentage of post preferential offer capital that may be held by them; (x) the change in control, if any, in the company that would occur consequent to the preferential offer; (xi) the number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price; (xii) the justification for the allotment proposed to be made for consideration other than cash together with valuation....
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....red valuer who shall submit a valuation report to the company giving justification for the valuation; (j) where the preferential offer of shares is made for a non-cash consideration, such non-cash consideration shall be treated in the following manner in the books of account of the company- (i) 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 (ii) where clause (i) is not applicable, it shall be expensed as provided in the accounting standards. Issue of Bonus Shares.- 14. The company which has once announced the decision of its Board recommending a bonus issue, shall not subsequently withdraw the same. Notice to Registrar for alteration of share capital.- 15. Where a company alters its share capital in any manner specified in sub-section (1) of section 61, or an order is passed by the Government increasing the authorized capital of the company in pursuance of sub-section (4) read with sub-section (6) of section 62 or a company redeems any redeemable preference shares, the notice of such alteration, increase or redemption shall be fil....
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.... as a trustee to hold such shares, if he- (a) is a director, key managerial personnel or promoter of the company or its holding, subsidiary or associate company or any relative of such director, key managerial personnel or promoter; or (b) beneficially holds ten percent or more of the paid-up share capital of the company. (4) Where the voting rights are not exercised directly by the employees in respect of shares to which the scheme relates, the Board of Directors shall, inter alia, disclose in the Board's report for the relevant financial year the following details, namely:- (a) the names of the employees who have not exercised the voting rights directly; (b) the reasons for not voting directly; (c) the name of the person who is exercising such voting rights; (d) the number of shares held by or in favour of, such employees and the percentage of such shares to the total paid up share capital of the company; (e) the date of the general meeting in which such voting power was exercised; (f) the resolutions on which votes have been cast by persons holding such voting power; (g) the percentage of such voting power to the total voting power on each resolution; (h) wh....
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....d due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company; (m) a confirmation that the Board of directors have made a full enquiry into the affairs and prospects of the company and that they have formed the opinion- (i) that immediately following the date on which the general meeting is convened there shall be no grounds on which the company could be found unable to pay its debts; (ii) as regards its prospects for the year immediately following that date, 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 shall be able to meet its liabilities as and when they fall due and shall not be rendered insolvent within a period of one year from that date; and (iii) the directors have taken into account the liabilities(including prospective and contingent liabilities), as if the company were being wound up under the provisions of the Companies Act, 2013 (n) a report addressed to the Board of directors by ....
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....rejection is made within twenty one days from the date of closure of the offer. (8) The company shall immediately after the date of closure of the offer, open a separate bank account and deposit therein, such sum, as would make up the entire sum due and payable as consideration for the shares tendered for buy-back in terms of these rules. (9) The company shall within seven days of the time specified in sub-rule (7)- (a) make payment of consideration in cash to those shareholders or security holders whose securities have been accepted; or (b) return the share certificates to the shareholders or security holders whose securities have not been accepted at all or the balance of securities in case of part acceptance . (10) The company shall ensure that- (a) the letter of offer shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such document; (b) the company shall not issue any new shares including by way of bonus shares from the date of passing of special resolution authorizing the buy-back till the date of the closure ....
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....ue repayment of the amount of debentures and interest thereon; (c) the company shall appoint a debenture trustee before the issue of prospectus or letter of offer for subscription of its debentures and not later than sixty days after the allotment of the debentures, execute a debenture trust deed to protect the interest of the debenture holders ; and (d) the security for the debentures by way of a charge or mortgage shall be created in favour of the debenture trustee on- (i) any specific movable property of the company (not being in the nature of pledge); or (ii) any specific immovable property wherever situate, or any interest therein. (2) The company shall appoint debenture trustees under sub-section (5) of section 71, after complying with the following conditions, namely:- (a) the names of the debenture trustees shall be stated in letter of offer inviting subscription for debentures and also in all the subsequent notices or other communications sent to the debenture holders; (b) before the appointment of debenture trustee or trustees, a written consent shall be obtained from such debenture trustee or trustees proposed to be appointed and a statement to that effect s....
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.... company in the event of- (i) two consecutive defaults in payment of interest to the debenture holders; or (ii) default in creation of security for debentures; or (iii) default in redemption of debentures. (f) ensure that the company does not commit any breach of the terms of issue of debentures or covenants of the trust deed and take such reasonable steps as may be necessary to remedy any such breach; (g) inform the debenture holders immediately of any breach of the terms of issue of debentures or covenants of the trust deed; (h) ensure the implementation of the conditions regarding creation of security for the debentures, if any, and debenture redemption reserve; (i) ensure that the assets of the company issuing debentures and of the guarantors, if any, are sufficient to discharge the interest and principal amount at all times and that such assets are free from any other encumbrances except those which are specifically agreed to by the debenture holders; (j) do such acts as are necessary in the event the security becomes enforceable; (k) call for reports on the utilization of funds raised by the issue of debentures- (l) take steps to convene a meeting of the h....
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....infrastructure companies, the adequacy of DRR will be 25% of the value of debentures issued through public issue as per present SEBI (Issue and Listing of Debt Securities), Regulations 2008 and also 25% DRR is required in the case of privately placed debentures by listed companies. For unlisted companies issuing debentures on private placement basis, the DRR will be 25% of the value of debentures. (c) every company required to create Debenture Redemption Reserve shall on or before the 30th day of April in each year, invest or deposit, as the case may be, a sum which shall not be less than fifteen percent, of the amount of its debentures maturing during the year ending on the 31st day of March of the next year, in any one or more of the following methods, namely:- (i) in deposits with any scheduled bank, free from any charge or lien; (ii) in unencumbered securities of the Central Government or of any State Government; (iii) in unencumbered securities mentioned in sub-clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; (iv) in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the Indian Trusts Act, 1....
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.... nominee, so becoming entitled, elects to be registered as holder of the securities himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased share or debenture holder(s). (7)All the limitations, restrictions and provisions of the Act relating to the right to transfer and the registration of transfers of securities shall be applicable to any such notice or transfer as aforesaid as if the death of the share or debenture holder had not occurred and the notice or transfer were a transfer signed by that shareholder or debenture holder, as the case may be. (8)A person, being a nominee, becoming entitled to any securities by reason of the death of the holder shall be entitled to the same dividends or interests and other advantages to which he would have been entitled to if he were the registered holder of the securities except that he shall not, before being 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 ....
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...... day of...... 20..... (1) Director: (2) Director: (3) Secretary/any other authorized person: Note: No transfer of the Share(s) comprised in the Certificate can be registered unless accompanied by this Certificate. 80 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Form No. SH-2 Register of Renewed and Duplicate Share Certificates [Pursuant to sub-section (3) of section 46 of the Companies Act, 2013 and rule 6(3)(a) the Companies (Share Capital and Debentures) Rules 2014] S. No. Folio No. Name of the person(s) to whom Renewed/ 2 Duplicate share certificate is issued 3 Date of approval of Class of shares issue of Renewed/ Duplicate share certificate 4 5 Date of issue of original share Original share certificate number Total number of Distinctive No. of shares in the Original Share shares 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 Certificat....
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....¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Transferor's Particulars- I, hereby confirm that the Transferor has signed before me. Signature of witness Name and address Name(s) in full Signature (s) Transferee's Particulars- Name in Father's/ Address & E- Occupation full mother's/ mail id Existing folio Signature No., if any. Spouse name (1) (3) (4) (5) (6) 1. 2. 3. Folio No. of Transferee 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 ....
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....er of shares arising as result of exercise of option 6 Folio No. of Register of members having respective 7 8 9 Lock in period, Option lapsed, if any if any Total number of options in force Amount forfeited/ refunded if option is not exercised entry 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 capi....
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....ctors at the meeting held on the company has redeemed redeemable 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 unclassified shares (b) Is....
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....rop 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 identification number of the director; or DIN or PAN of the manager or CEO or CFO; or Membership number of the company secretary Attachments 1. Copy of the resolution for alteration of capital; Attach ....
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....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 promoters, directors and key manager personnel of the company and also the directors of such company which is promoter of the company S. No. Particulars Equity shares Preference Preference redeemable 1 Number of shares as on the date preceding to the date of board (Number) (Number) convertible (Number) Other, If any Total (Number) (Number) meeting in which the buy-back got approved 2 Shares purchased during....
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....d-lots of listed securities Sweat equity ◎ 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 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.) (b) Paid-up 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 19. *Expected capital structure post buy-back (assuming minimum securities bought back as per plan) (a) Authorized capital of the company (in Rs.) (i) Number of equity shares Total amount of equity shares (in Rs.) (ii) Number ....
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....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 meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date; and in forming their opinion for the above purposes, the directors have taken into account the liabilities as if the company were being wound up under the provisions of the Companies Act, 2013 (including prospective and contingent liabilities) à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 97 [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] *To be digitally signed by Designation (Drop down) (Values: Director, Managing Director) *DIN Designation Director *DIN DSC Box DSC Box 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 For office use only: eF....
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....x *DIN Note:Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement certificate and punishment for false evidence respective Modify For office use only: Check Form eForm Service request number (SRN) This e-Form is hereby registered Prescrutiny Affix filing details eForm filing date Confirm submission Digital signature of the authorising officer Date of signing (DD/MM/YYYY) Submit (DD/MM/YYYY) 99 100 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II SEC. 3(i)] Form No. SH-10 Register of shares or other securities bought-back [Pursuant to sub-section (9) of section 68 of the Companies Act, 2013 and rule 17 (12) of the Companies (Share Capital and Debentures) Rules 2014] Name of the company: Registered address : 1. 2. 3. 456 Date of passing of special resolution at the meeting of the members authorizing buy-back of securities: Date of approval by the Board: Number, price and amount of shares or other specified securities authorized to be bought back: Date of opening and closing of buy-back offer: Date by which buy-back was completed: Description of shares or other specified securities bought back by t....
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....est audited balance sheet] S.No. Details of paid up capital Amount (in Rs.) 1. Equity 2. Preference redeemable 3. Preference convertible 4. Others, if any 5. Total [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 7.*Free reserves or securities premium account or proceeds of any shares or other securities or debts as on (DD/MM/YYYY) (a)*Free reserves (in Rs.) (b)*Securities premium account (in Rs.) (c) Proceeds of any shares or other securities (in Rs.) (d)." Debts Secured (in Rs.) Unsecured (in Rs.) Total (in Rs.) 8.(a) "Date of Board of directors' resolution approving or authorising the buy back of securities (b) Date of special resolution of members authorising buy back of securities 9.* Amount of securities authorised to be bought back (in Rs.) * Number of securities authorized to be bought back 10. (a) *Date upto which buy back of securities to be completed (b) * Date of completion of buy back 11.(a) Date on which last buy back was authorised (b) Details of last buy back 12. Date on which last buy back was c....
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.... I hereby confirm that full enquiry into the affairs and prospects of the company and have formed the opinion (i) that immediately following the date on which the general meeting is convened there will be no grounds on which the company could be found unable to pay its debts; [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] (ii) (iii) à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 105 as regards its prospects for the year immediately following that date, 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 meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date; and in forming their opinion for the above purposes, the directors have taken into account the liabilities(including prospective and contingent liabilities) as if the company were being wound up under the provisions of the Companies Act, 20....
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.... basis of valuation etc.; (e) Methods and mode of preservation of assets charged as security for the debentures; (f) (g) Other particulars of the charge, e.g., time period of charge, rate of interest, name of the charge holder; Provision for subsequent valuation; (h) Procedure for allowing inspection of charged assets and book of accounts by debenture trustee or any person or person authorized by it; (i) Charging of future assets (j) (k) (I) (m) Time limit within which the future security for the issue of debentures shall be created Circumstances specifying when the security may be disposed of or leased out with the approval of trustees Enforceability of securities, events under which security becomes enforceable Obligation of company not to create further charge or encumbrance of the trust property without prior approval of the trustee 3. PARTICULARS OF THE APPOINTMENT OF DEBENTURE TRUSTEE(S): (a) The conditions and procedure for the appointment of the debenture trustee ; (b) Procedure for resignation by trustee including appointment of new trustees; (c) (d) Provision that the debenture trustee shall not relinquish his office until another debenture tr....
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.... (c) permitting the debenture trustee to enter the debentureholder's premises and inspect the state and condition of charged assets; (d) furnishing information required by the debenture trustee for the effective discharge of its duties and obligations, including copies of reports, balance sheets, profit and loss account etc.; (e) keeping charged property/security adequately insured and in proper condition; eng (f) (g) paying all taxes, cesses, insurance premium with respect to charged property/security, on time; not declaring any dividend to the shareholders in any year until the company has paid or made satisfactory provision for the payment of the installments of principal and interest due on the debentures; converting the debentures into equity in accordance with the terms of the issue, if applicable; (h) creating the debenture redemption reserve; (i) 93 (j) informing the debenture trustee about any change in nature and conduct of business by the company before such change; 108 (k) (I) (m) (n) 르í (o) (p) (q) THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] informing the debenture trustee of any significant changes in the composi....
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....tion is being made) Nature of securities Folio No. No. of securities Certificate No. Distinctive No. (2) PARTICULARS OF NOMINEE/S (a) Name: (b) Date of Birth: (c) Father's/Mother's/Spouse's name: (d) Occupation: (e) Nationality: (f) Address: (g) E-mail id: (h) Relationship with the security holder: (3) IN CASE NOMINEE IS A MINOR-- (a) Date of birth: (b) Date of attaining majority (c) Name of guardian: (d) Address of guardian: Name of the Security Holder (s) Name: Address: Signature Witness with name and address 109 110 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Form No. SH-14 Cancellation or Variation of Nomination [Pursuant to sub-section (3) of section 72 of the Companies Act, 2013 and rule 19(9) of the Companies (Share Capital and Debentures) Rules 2014] Name of the company: I/We hereby cancel the nomination(s) made by me/us in favor of.. (name and address of the nominee) in respect of the below mentioned securities. or I/We hereby nominate the following person in place of as nominee in respect of the below mentioned securities in whom shall vest all rights in respect of such securities in the event of my/our death. (1) PARTI....