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      • 1. Short title, commencement and application.
      • 2. Definitions.
      • 3. Terms and conditions of acceptance of deposits by companies.
      • 4. Form and particulars of advertisements or circulars.
      • 5.
      • 6. Creation of security.
      • 7. Appointment of trustee for depositors.
      • 8. Duties of trustees.
      • 9. Meeting of depositors.
      • 10. Form of application for deposits.
      • 11. Power to nominate.
      • 12. Furnishing of deposit receipts to depositors.
      • 13. Maintenance of liquid assets and creation of deposit repayment reserve account.
      • 14. Registers of deposits.
      • 15. General provisions regarding premature repayment of deposits.
      • 16. Return of deposits to be filed with the Registrar.
      • 16A. Disclosures in the financial statement.
      • 17. Penal rate of interest.
      • 18. Power of Central Government to decide certain questions.
      • 19. Applicability of sections 73 and 74 to eligible companies.
      • 20. Statement regarding deposits existing as on the date of commencement of the Act.
      • 21. Punishment for contravention.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Manner of books of account to be kept in electronic mode.
      • 4. Conditions regarding maintenance and inspection of certain financial information by directors.
      • 5. Form of Statement containing salient features of financial statements of subsidiaries.
      • 6. Manner of consolidation of accounts.
      • 7. Transitional provisions with respect to Accounting Standards.
      • 8. Matters to be included in Board's report.
      • 8A. Matters to be included in Board’s Report for One Person Company and Small Company.
      • 9. Disclosures about CSR Policy.
      • 10. Statement containing salient features of financial statements.
      • 11. Manner of circulation of financial statements in certain cases.
      • 12. Filing of financial statements and fees to be paid thereon.
      • 13. Companies required to appoint internal auditor.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Adjudication of penalties.
      • 4. Appeal against the order of adjudicating officer.
      • 5. Registration of appeal.
      • 6. Disposal of appeal by Regional Director.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Woman director on the Board.
      • 4. Number of Independent director.
      • 5. Qualification of Independent director.
      • 6. Compliances required by a person eligible and willing to be appointed as an independent director.
      • 7. Small shareholders' director.
      • 8. Consent to act director.
      • 9. Application for allotment of Director Identification Number before appointment in an existing company.
      • 10. Allotment of DIN.
      • 11. Cancellation or surrender or Deactivation of DIN.
      • 12. Intimation or changes in particulars specified in DIN application.
      • 12A. Directors KYC.
      • 12B. Directors of company required to file eform ACTIVE.
      • 13. Notice of candidature of a person for directorship.
      • 14. Disqualification of direction under subsection (2) of section 164.
      • 15. Notice of resignation of director.
      • 16. Copy of resignation of director to be forwarded by him.
      • 17. Register of directors and key managerial personnel.
      • 18. Return containing the particular of directors and the key managerial personnel.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Filing of return of appointment.
      • 4. Sitting fees.
      • 5. Disclosure in Board's report.
      • 6. Parameters for consideration of remuneration.
      • 7. Fees.
      • 8. Appointment of Key Managerial Personnel.
      • 8A.
      • 9. Secretarial Audit Report.
      • 10. Duties of Company Secretary.
      • 1. Short title and commencement.
      • 2.
      • 3.
      • 4.
      • 5.
      • 6.
      • 7.
      • 8.
      • 9.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Manner and procedure of selection and appointment of auditors.
      • 4. Conditions for appointment and notice to Registrar.
      • 5. Class of Companies.
      • 6. Manner of rotation of auditors by the companies on expiry of their term.
      • 7. Removal of the auditor before expiry of his term.
      • 8. Resignation of auditor.
      • 9.
      • 10. Disqualifications of auditor.
      • 10A.
      • 11. Other matters to be included in auditors report.
      • 12. Duties and powers of the company's auditor with reference to the audit of the branch and the branch auditor.
      • 13. Reporting of frauds by auditor.
      • 14. Remuneration of the Cost Auditor.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3.
      • 4. Obligation of companies seeking registration to make publication.
      • 5. Other obligations of companies seeking registration.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Application for order of a meeting.
      • 4. Disclosures in application made to the Tribunal for compromise or arrangement.
      • 5. Directions at hearing of the application.
      • 6. Notice of meeting.
      • 7. Advertisement of the notice of the meeting.
      • 8. Notice to statutory authorities.
      • 9. Voting.
      • 10. Proxies.
      • 11. Copy of compromise or arrangement to be furnished by the company.
      • 12. Affidavit of service.
      • 13. Result of the meeting to be decided by voting.
      • 14. Report of the result of the meeting by Chairperson.
      • 15. Petition for confirming compromise or arrangement.
      • 16. Date and notice of hearing.
      • 17. Order on petition.
      • 18. Application for directions under section 232 of the Act.
      • 19. Directions at hearing of application.
      • 20. Order under section 232 of the Act.
      • 21. Statement of compliance in mergers and amalgamations.
      • 22. Report on working of compromise or arrangement.
      • 23. Liberty to apply.
      • 24. Liberty of the Tribunal.
      • 25. Merger or Amalgamation of certain companies.
      • 25A. Merger or amalgamation of a foreign company with a Company and vice versa.
      • 26. Notice to dissenting shareholders for acquiring the shares.
      • 26A. Purchase of minority shareholding held in demat form.
      • 27. Determination of price for purchase of minority shareholding.
      • 28. Circular containing scheme of amalgamation or merger.
      • 29. Appeal under subsection (2) of section 238 of the Act.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Corporate Social Responsibility.
      • 4. CSR Implementation.
      • 5. CSR Committees.
      • 6.
      • 7. CSR Expenditure.
      • 8. CSR Reporting.
      • 9. Display of CSR activities on its website.
      • 10. Transfer of unspent CSR amount.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application of Cost Records.
      • 4. Applicability for cost audit.
      • 5. Maintenance of records.
      • 6. Cost audit.
      • 7.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Creation and maintenance of data bank.
      • 4. Duties of the institute.
      • 5. Panel.
      • 6. Annual report on the capacity building of independent directors.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. One Person Company.
      • 4. Nomination by the subscriber or member of One Person Company.
      • 5.
      • 6. Conversion of One Person Company into a Public company or a Private company.
      • 7. Conversion of private company into One Person Company.
      • 7A. Penalty.
      • 8. Names which resemble too nearly with name of existing company.
      • 8A. Undesirable names.
      • 8B. Word or expression which can be used only after obtaining previous approval of Central Government.
      • 9. Reservation of name or change of name.
      • 9A. Extension of reservation of name in certain cases.
      • 10.
      • 11.
      • 12. Application for incorporation of companies.
      • 13. Signing of memorandum and articles.
      • 14. Declaration by professionals.
      • 15. Declaration from Subscribers and First Directors.
      • 16. Particulars of every subscriber to be filed with the Registrar at the time of incorporation.
      • 17. Particulars of first directors of the company and their consent to act as such.
      • 18. Certificate of incorporation.
      • 19. License under section 8 for new companies with charitable objects etc.
      • 20. License for existing companies.
      • 21. Conditions for conversion of a company registered under Section 8 into a company of any other kind.
      • 22. Other conditions to be complied with by companies registered under section 8 seeking conversion into any other kind.
      • 23. Intimation to Registrar of revocation of licence issued under section 8.
      • 23A. Declaration at the time of commencement of business.
      • 24.
      • 25. Verification of registered office.
      • 25A. Active Company Tagging Identities and Verification (Active).
      • 26. Publication of name by company.
      • 27. Notice and verification of change of situation of the registered office.
      • 28. Shifting of registered office within the same State.
      • 29. Alteration of Memorandum by change of name.
      • 30. Shifting of registered office from one State or Union territory to another State.
      • 31.
      • 32. Change of objects for which money is raised through prospectus.
      • 33. Alteration of articles.
      • 33A. Allotment of a new name to the existing company under section 16(3) of the Act.
      • 34. Copies of memorandum and articles, etc. to be given to members on request being made by them.
      • 35. Service of documents.
      • 36.
      • 37. Conversion of unlimited liability company into a limited liability company by shares or guarantee.
      • 38. Simplified Proforma for Incorporating Company Electronically Plus (SPICE+).
      • 38A. Application for registration of the Goods and Service Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration [Employees' Provident Fund Organisation (EPFO) Registration and Profession Tax Registration [,Opening of Bank Account and Shops and Establishment Registration]].
      • 39. Conversion of a company limited by guarantee into a company limited by shares.
      • 40. Application under subsection (41) of section 2 for change in financial year.
      • 41. Application under section 14 for conversion of public company into private company.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Applicability of Accounting Standards.
      • 4. Obligation to comply with Indian Accounting Standards (Ind AS).
      • 5. Exemptions.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Eligibility to issue depository receipts.
      • 4. Conditions for issue of depository receipts.
      • 5. Manner and form of depository receipts.
      • 6. Voting rights.
      • 7. Proceeds of issue.
      • 8. Depository receipts prior to commencement.
      • 9. Non applicability of certain provisions of the Act.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Register of members.
      • 4. Register of debenture holders or any other security holders.
      • 5. Maintenance of the Register of members etc. under section 88.
      • 6. Index of names to be included in Register.
      • 7. Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.
      • 8. Authentication.
      • 9. Declaration in respect of beneficial interest in any shares.
      • 10. Closure of register of members or debenture holders or other security holders.
      • 11. Annual Return.
      • 12. Extract of annual return.
      • 13.
      • 14. Inspection of registers, returns etc.
      • 15. Preservation of register of members etc. and annual return.
      • 16. Copies of the registers and annual return.
      • 17. Calling of Extraordinary general meeting by requistionists.
      • 18. Notice of the meeting.
      • 19. Proxies.
      • 20. Voting through electronic means.
      • 21. Manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon.
      • 22. Procedure to be followed for conducting business through postal ballot.
      • 23. Special Notice.
      • 24. Resolutions and agreements to be filed.
      • 25. Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot.
      • 26. Copy of minute book of general meeting.
      • 27. Maintenance and inspection of document in electronic form.
      • 28. Security of records maintained in electronic form.
      • 29. Inspection and copies of records maintained in electronic form.
      • 30. Penalty.
      • 31. Report on Annual General Meeting.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Panel of mediators or conciliators.
      • 4. Qualifications for empanelment.
      • 5. Disqualifications for empanelment.
      • 6. Application for appointment of Mediator or Conciliator and his appointmen.
      • 7. Deletion from the Panel.
      • 8. Withdrawing name from Panel.
      • 9. Duty of mediator or conciliator to disclose certain facts.
      • 10. Withdrawal of appointment.
      • 11. Procedure for disposal of matters.
      • 12. Mediator or Conciliator not bound by the Indian Evidence Act, 1872 or the Code of Civil Procedure, 1908.
      • 13. Representation of parties.
      • 14. Consequences of nonattendance of parties at sessions or meetings on due dates.
      • 15. Administrative assistance.
      • 16. Offer of settlement by parties.
      • 17. Role of Mediator or Conciliator.
      • 18. Parties alone responsible for taking decision.
      • 19. Time limit for completion of mediation or conciliation.
      • 20. Parties to act in good faith.
      • 21. Confidentiality, disclosure and inadmissibility of information.
      • 22. Privacy.
      • 23. Protection of action taken in good faith.
      • 24. Communication between mediator or conciliator and the Central Government or the Tribunal or the Appellate Tribunal.
      • 25. Settlement agreement.
      • 26. Fixing date for recording settlement and passing order.
      • 27. Expenses of the mediation and conciliation.
      • 28. Ethics to be followed by Mediator or Conciliator.
      • 29. Resort to arbitral or judicial proceedings.
      • 30. Matters not to be referred to the mediation or conciliation.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Meetings of Board through video conferencing or other audio visual means.
      • 4.
      • 5. Passing of resolution by circulation.
      • 6A. Omnibus approval for related party transactions on annual basis.
      • 7. Establishment of vigil mechanism.
      • 8. Powers of Board.
      • 9. Disclosures by a director of his interest.
      • 10.
      • 11. Loan and investment by a company under section 186 of the Act.
      • 12. Register.
      • 13. Special Resolution.
      • 14. Investments of company to be held in its own name.
      • 15. Contract or arrangement with a related party.
      • 16. Register of contracts or arrangements in which directors are interested.
      • 17. Payment to director for loss of office, etc. in connection with transfer of undertaking, property or shares.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application for obtaining status of dormant company.
      • 4. Certificate of status of dormant company.
      • 5. Register of dormant companies.
      • 6. Minimum number of directors for dormant company.
      • 7. Return of dormant companies.
      • 8. Application for seeking status of an active company.
      • 9. Fees for application to Central Government.
      • 10. Association or partnership of persons exceeding certain number.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3 to 6.
      • 7. Variation in terms of contracts referred to in the prospectus or objects for which prospectus was issued.
      • 8. Offer of Sale by Members.
      • 9. Dematerialisation of securities.
      • 9A. Issue of securities in dematerialised form by unlisted public companies.
      • 10. Shelf prospectus and Information Memorandum.
      • 11. Refund of Application Money.
      • 12. Return of Allotment.
      • 13. Payment of commission.
      • 14. Private placement.
      • 1. Short title, commencement and application.
      • 2. Definitions.
      • 3. Eligibility for registered valuers.
      • 4. Qualifications and experience.
      • 5. Valuation Examination.
      • 6. Application for certificate of registration.
      • 7. Conditions of Registration.
      • 8. Conduct of Valuation.
      • 9. Temporary surrender.
      • 10. Functions of a Valuer.
      • 11. Transitional Arrangement.
      • 12. Eligibility for registered valuers organisations.
      • 13. Application for recognition.
      • 14. Conditions of Recognition.
      • 15. Cancellation or suspension of certificate of registration or recognition.
      • 16. Complaint against a registered valuer or registered valuers organisation.
      • 17. Procedure to be followed for cancellation or suspension of registration or recognition certificate.
      • 18. Valuation Standards.
      • 19. Committee to advise on valuation matters.
      • 20. Punishment for contravention.
      • 21. Punishment for false statement.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Business activity.
      • 4. Registration offices.
      • 5. Powers and duties of Registrars.
      • 6. Seal of Registrar.
      • 7. Manner and conditions of filing.
      • 8. Authentication of documents.
      • 9. Maintaining documents electronically.
      • 10. Procedure on receipt of any application or form or document electronically.
      • 11. Vacation or removal of directors.
      • 12. Fees.
      • 13. Mode of Payment.
      • 14. Inspection, production and evidence of documents kept by Registrar.
      • 15. Inspection of documents.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Registration of creation or modification of charge.
      • 4. Application to Registrar.
      • 5. Application of rules in certain matters.
      • 6. Certificate of registration.
      • 7. Register of charges to be kept by the Registrar.
      • 8. Satisfaction of charge.
      • 9. Intimation of appointment of Receiver or Manager.
      • 10. Company's register of charges.
      • 11. Register open for inspection.
      • 12. Rectification in register of charges on account of omission or misstatement of particulars in charge previously recorded and extension of time in filing of satisfaction of charge.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Particulars relating to directors and Secretary to be furnished to the Registrar by foreign Companies.
      • 4. Financial Statement of foreign company.
      • 5. Audit of accounts of foreign company.
      • 6. List of places of business of foreign company.
      • 7. Annual Return.
      • 8. Office where documents to be delivered and fee for registration of documents.
      • 9. Certification.
      • 10. Authentication of translated documents.
      • 11. Documents to be annexed to prospectus.
      • 12. Action for improper use or description as foreign company.
      • 13. Issue of Indian Depository Receipts (IDRs).
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Removal of name of company from the Register on suomotu
      • 4. Application for removal of name of company.
      • 5. Manner of filing of application.
      • 6. Form to be certified.
      • 7. Manner of publication of notice.
      • 8. Manner of notarisation, appostilisation or consularisation of indemnity bond and declaration in case of foreign nationals or nonresident Indians.
      • 9. Notice of striking off and dissolution of company.
      • 10. Applications or forms pending before Central Government.
      • 1. Short title and Commencement.
      • 2. Restriction on number of layers for certain classes of holding companies.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application.
      • 4. Equity shares with differential rights.
      • 5. Certificate of shares (where shares are not in demat form).
      • 6. Issue of renewed or duplicate share certificate.
      • 7. Maintenance of share certificate forms and related books and documents.
      • 8. Issue of sweat equity shares.
      • 9. Issue and redemption of preference shares.
      • 10. Issue and redemption of preference shares by company in infrastructural projects.
      • 11. Instrument of transfer.
      • 12. Issue of employee stock options.
      • 12A. Period for notice under subclause (i) of clause (a) of subsection (1) of section 62.
      • 13. Issue of shares on preferential basis.
      • 14. Issue of Bonus Shares.
      • 15. Notice to Registrar for alteration of share capital.
      • 16. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.
      • 17. Buyback of shares or other securities.
      • 18. Debentures.
      • 19. Nomination by securities holders.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 2A. Duty of the reporting company.
      • 3. Declaration of significant beneficial ownership under section 90.
      • 4. Return of significant beneficial owners in shares.
      • 5. Register of significant beneficial owners.
      • 6. Notice seeking information about significant beneficial owners.
      • 7. Application to the Tribunal.
      • 8. NonApplicability.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 2A. Companies not to be considered as listed companies.
      • 3. Related party.
      • 4. List of relatives in terms of clause (77) of section 2.
      • 1. Short title and Commencement.
      • 2. Definitions.
      • 3. Transfer of pending proceedings relating to cases other than Winding up.
      • 4. Pending proceeding relating to Voluntary Winding up.
      • 5. Transfer of pending proceedings of Winding up on the ground of inability to pay debts.
      • 6. Transfer of pending proceedings of Winding up matters on the grounds other than inability to pay debts.
      • 7. Transfer of Records.
      • 8. Fees not to be paid.
      • 1. Short title commencement and application.
      • 2. Definitions.
      • 3. Petition for winding up.
      • 4. Statement of affairs.
      • 5. Admission of petition and directions as to advertisement.
      • 6. Copy of petition to be furnished.
      • 7. Advertisement of petition.
      • 8. Application for leave to withdraw petition.
      • 9. Substitution for original petitioner.
      • 10. Procedure on substitution.
      • 11. Affidavitinobjection.
      • 12. Affidavit in reply.
      • 13. Applicability.
      • 14. Appointment of provisional liquidator or Company Liquidator.
      • 15. Rules applicable to provisional liquidator.
      • 16. Costs etc. of provisional liquidator.
      • 17. Order to be sent to liquidator and form of order.
      • 18. Contents of winding up order.
      • 19. Directions on making winding up order.
      • 20. Advertisement of order.
      • 21. Declaration by Company Liquidator.
      • 22. Company Liquidator to take charge of assets and books and papers of company.
      • 23. Form of proceedings after winding up order is made.
      • 24. Application for leave to commence or continue suit or proceeding.
      • 25. Report by Company Liquidator.
      • 26. Inspection of statement of affairs and report.
      • 27. Consideration of report by Tribunal.
      • 28. Provisional list of contributors.
      • 29. Notice to be given of date of settlement.
      • 30. Settlement of list.
      • 31. Notice of settlement to contributors.
      • 32. Supplemental list of contributors.
      • 33. Variation of list.
      • 34. Application for rectification of list.
      • 35. List of contributors consisting of past members.
      • 36. Meeting of creditors and contributors.
      • 37. Company Liquidator to report result of meeting.
      • 38. Filling up of vacancy in advisory committee.
      • 39. Company Liquidator and members of advisory committee dealing with company's assets.
      • 40. Advisory committee not to make profit.
      • 41. Cost of obtaining order of Tribunal.
      • 42. Order sanctioning payment to advisory committee.
      • 43. Meetings of advisory committee.
      • 44. Application of rules to meetings.
      • 45. Notice of meeting.
      • 46. Place and time of meeting.
      • 47. Notice of first or other meeting to officers of company.
      • 48. Proof of notice.
      • 49. Costs of meeting.
      • 50. Chairman of meeting.
      • 51. Resolution at creditors' meeting.
      • 52. Resolution of contributors' meeting.
      • 53. Copies of resolution to be filed.
      • 54. Nonreceipt of notice by creditor or contributory.
      • 55. Adjournments.
      • 56. Quorum.
      • 57. Procedure in absence of quorum.
      • 58. When creditor can vote.
      • 59. Case in which creditors may not vote.
      • 60. When secured creditor can vote.
      • 61. Effect of voting by a secured creditor.
      • 62. Procedure when secured creditor votes without surrendering security.
      • 63. Admission or rejection of proof for purposes of voting.
      • 64. Minutes of proceedings.
      • 65. Report to Tribunal.
      • 66. Voting by proxies.
      • 67. Form of proxies.
      • 68. Proxies to Company Liquidator or chairman of meeting.
      • 69. Use of proxies by deputy.
      • 70. Forms to be sent with notice.
      • 71. Proxies to be lodged.
      • 72. Holder of proxy not to vote on matter in which he is financially interested.
      • 73. Minor not to be appointed proxy.
      • 74. Filling in proxy where creditor or contributory is blind or incapable.
      • 75. Proxy of person not acquainted with English.
      • 76. Submission of periodical reports to the tribunal.
      • 77. Employment of additional or special staff by Official Liquidator.
      • 78. Declaration by professional.
      • 79. Record book to be maintained by Company Liquidator.
      • 80. Registers and books to be maintained by Company Liquidator.
      • 81. All money to be paid into special bank account in a scheduled bank.
      • 82. Bills cheques etc. to be deposited with bank.
      • 83. Payments into Bank.
      • 84. Company Liquidator's Dividend Account.
      • 85. Where the company has no available assets.
      • 86. Investment of surplus funds.
      • 87. Company Liquidator to examine accounts for purposes of investment.
      • 88. Investments to be made by Bank.
      • 89. Dividend and interest to be credited.
      • 90. Refunds of taxes.
      • 91. Halfyearly accounts to be filed.
      • 92. Form of account.
      • 93. Nil account.
      • 94. Registry to send copy of account to auditor.
      • 95. Audit of Company Liquidator's accounts.
      • 96. Audit certificate to be filed.
      • 97. Audit fees.
      • 98. Inspection of account and certificate of audit.
      • 99. Account and auditor's report to be placed before Tribunal.
      • 100. Notice for proving debts.
      • 101. Proof of debt.
      • 102. Mode of proof and verification thereof.
      • 103. Contents of proof.
      • 104. Workman's dues.
      • 105. Production of bills of exchange and promissory notes.
      • 106. Value of debts.
      • 107. Discount.
      • 108. Interest.
      • 109. Periodical payments.
      • 110. Proof of debt payable at future time.
      • 111. Examination of proof.
      • 112. Company Liquidator's right to call any person in connection with investigation.
      • 113. Affidavit.
      • 114. Costs of proof.
      • 115. Acceptance or rejection of proof to be communicated.
      • 116. Appeal by creditor.
      • 117. Procedure where creditor appeals.
      • 118. Company Liquidator not to be personally liable for costs.
      • 119. Proofs and list of creditors to be filed in Tribunal.
      • 120. List of creditors not to be varied.
      • 121. Notice of filing list and inspection of same.
      • 122. Expunging of proof.
      • 123. Procedure on failure to prove debt within time fixed.
      • 124. Right of creditor who has not proved debt before declaration of dividend.
      • 125. Payment of subsequent interest.
      • 126. Attendance at proceedings.
      • 127. Representation of creditors and contributors before Tribunal.
      • 128. Powers of Company Liquidator.
      • 129. Company Liquidator to be in position of receiver.
      • 130. Company's property to be surrendered to Company Liquidator on requisition.
      • 131. Calls by Company Liquidator.
      • 132. Company Liquidator to realise uncalled capital.
      • 133. Application for leave to make call.
      • 134. Notice of application.
      • 135. Order granting leave to make call and document making call.
      • 136. Service of notice of call.
      • 137. Order for payment of call.
      • 138. Other moneys due by contributors.
      • 139. Application for examination under section 299.
      • 140. Directions at hearing of application.
      • 141. Service of summons.
      • 142. Conduct of examination.
      • 143. Notes of deposition.
      • 144. Order for examination under section 300.
      • 145. Notice of examination.
      • 146. Adjournment of examination for orders of Tribunal.
      • 147. Procedure for contumacy.
      • 148. Notes of examination.
      • 149. Application under subsection (5) of section 300.
      • 150. Warrant of arrest of contributory.
      • 151. Prison to which contributory arrested on warrant is to be taken.
      • 152. Execution of warrant of arrest outside jurisdiction of Tribunal.
      • 153. Application under section 339 or section 340.
      • 154. Directions at preliminary hearing of summons.
      • 155. Liberty to apply for further directions.
      • 156. Application for disclaimer.
      • 157. Preliminary hearing of application.
      • 158. Claimant to furnish statement of his interest.
      • 159. Service of notice.
      • 160. Order granting leave to disclaim.
      • 161. Disclaimer to be filed in Tribunal.
      • 162. Vesting of disclaimed property.
      • 163. No claim to be compromised or abandoned without sanction of Tribunal.
      • 164. Application for sanction of compromise.
      • 165. Sale to be subject to sanction and to confirmation by Tribunal.
      • 166. Procedure at sale.
      • 167. Expenses of sale.
      • 168. Declaration of dividend or return of capital.
      • 169. Notice of declaration.
      • 170. Form of authority to pay dividend.
      • 171. Transmission of dividends etc. by post.
      • 172. Form of order directing return of capital.
      • 173. Payment of dividend or return of capital due to deceased creditor or contributory.
      • 174. Company Liquidator to apply for dissolution.
      • 175. Dissolution of company.
      • 176. Liquidator to pay the balance into Company Liquidation Dividend and Undistributed Assets Account.
      • 177. Conclusion of winding up.
      • 178. Application to declare dissolution void.
      • 179. Statement to accompany payment.
      • 180. Unclaimed dividends or undistributed assets under investment.
      • 181. Application by person for payment of money paid into the Company Liquidation Dividend and Undistributed Assets Account.
      • 182. Cost and expenses payable out of the assets in a winding up by Tribunal.
      • 183. Costs in the discretion of Tribunal.
      • 184. Bill of costs by authorised representative etc. employed by Company Liquidator.
      • 185. Fees in misfeasance proceeding.
      • 186. Fees when proceeding is compromised.
      • 187. Costs of parties having common interest.
      • 188. Tribunal's power to fix a fee.
      • 189. Allowance to witnesses.
      • 190. Powers and functions of Official Liquidator.
      • 191. Inspection of file.
      • 1. Short title, extent, commencement and application.
      • 2. Definitions.
      • 3. Formation of company.
      • 3A.
      • 4. Memorandum.
      • 5. Articles.
      • 6. Act to override memorandum, articles, etc.
      • 7. Incorporation of company.
      • 8. Formation of companies with charitable objects, etc.
      • 9. Effect of registration.
      • 10. Effect of memorandum and articles.
      • 10A. Commencement of business, etc.
      • 11.
      • 12. Registered office of company.
      • 13. Alteration of memorandum.
      • 14. Alteration of articles.
      • 15. Alteration of memorandum or articles to be noted in every copy.
      • 16. Rectification of name of company.
      • 17. Copies of memorandum, articles,etc., to be given to members.
      • 18. Conversion of companies already registered.
      • 19. Subsidiary company not to hold shares in its holding company.
      • 20. Service of documents.
      • 21. Authentication of documents, proceedings and contracts.
      • 22. Execution of bills of exchange, etc.
      • 23. Public offer and private placement.
      • 24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
      • 25. Document containing offer of securities for sale to be deemed prospectus.
      • 26. Matters to be stated in prospectus.
      • 27. Variation in terms of contract or objects in prospectus.
      • 28. Offer of sale of shares by certain members of company.
      • 29. Public offer of securities to be in dematerialised form.
      • 30. Advertisement of prospectus.
      • 31. Shelf prospectus.
      • 32. Red herring prospectus.
      • 33. Issue of application forms for securities.
      • 34. Criminal liability for misstatements in prospectus.
      • 35. Civil liability for misstatements in prospectus.
      • 36. Punishment for fraudulently inducing persons to invest money.
      • 37. Action by affected persons.
      • 38. Punishment for personation for acquisition, etc., of securities.
      • 39. Allotment of securities by company.
      • 40. Securities to be dealt with in stock exchanges.
      • 41. Global depository receipt.
      • 42. Issue of shares on private placement basis.
      • 43. Kinds of share capital.
      • 44. Nature of shares or debentures.
      • 45. Numbering of shares.
      • 46.Certificate of shares.
      • 47. Voting rights.
      • 48. Variation of shareholders' rights.
      • 49. Calls on shares of same class to be made on uniform basis.
      • 50. Company to accept unpaid share capital, although not called up.
      • 51. Payment of dividend in proportion to amount paidup.
      • 52. Application of premiums received on issue of shares.
      • 53. Prohibition on issue of shares at discount.
      • 54. Issue of sweat equity shares.
      • 55. Issue and redemption of preference shares.
      • 56. Transfer and transmission of securities.
      • 57. Punishment for personation of shareholder.
      • 58. Refusal of registration and appeal against refusal.
      • 59. Rectification of register of members.
      • 60. Publication of authorised, subscribed and paidup capital.
      • 61. Power of limited company to alter its share capital.
      • 62. Further issue of share capital.
      • 63. Issue of bonus shares.
      • 64. Notice to be given to Registrar for alteration of share capital.
      • 65. Unlimited company to provide for reserve share capital on conversion into limited company.
      • 66. Reduction of share capital.
      • 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares.
      • 68. Power of company to purchase its own securities.
      • 69. Transfer of certain sums to capital redemption reserve account.
      • 70. Prohibition for buyback in certain circumstances.
      • 71. Debentures.
      • 72. Power to nominate.
      • 73. Prohibition on acceptance of deposits from public.
      • 74. Repayment of deposits, etc., accepted before commencement of this Act.
      • 75. Damages for fraud.
      • 76. Acceptance of deposits from public by certain companies.
      • 76A. Punishment for contravention of section 73 or section 76.
      • 77. Duty to register charges, etc.
      • 78. Application for registration of charge.
      • 79. Section 77 to apply in certain matters.
      • 80. Date of notice of charge.
      • 81. Register of charges to be kept by Registrar.
      • 82. Company to report satisfaction of charge.
      • 83. Power of Registrar to make entries of satisfaction and release in absence of intimation from company.
      • 84. Intimation of appointment of receiver or manager.
      • 85. Company's register of charges.
      • 86. Punishment for contravention.
      • 87. Rectification by Central Government in Register of charges.
      • 88. Register of members, etc.
      • 89. Declaration in respect of beneficial interest in any share.
      • 90. Register of significant beneficial owners in a company.
      • 91. Power to close register of members or debentureholders or other security holders.
      • 92. Annual return.
      • 93.
      • 94. Place of keeping and inspection of registers, returns, etc.
      • 95. Registers, etc., to be evidence.
      • 96. Annual general meeting.
      • 97. Power of Tribunal to call annual general meeting.
      • 98. Power of Tribunal to call meetings of members, etc.
      • 99. Punishment for default in complying with provisions of sections 96 to 98.
      • 100. Calling of extraordinary general meeting.
      • 101. Notice of meeting.
      • 102. Statement to be annexed to notice.
      • 103. Quorum for meetings.
      • 104. Chairman of meetings.
      • 105. Proxies.
      • 106. Restriction on voting rights.
      • 107. Voting by show of hands.
      • 108. Voting through electronic means.
      • 109. Demand for poll.
      • 110. Postal ballot.
      • 111. Circulation of members' resolution.
      • 112. Representation of President and Governors in meetings.
      • 113. Representation of corporations at meeting of companies and of creditors.
      • 114. Ordinary and special resolutions.
      • 115. Resolutions requiring special notice.
      • 116. Resolutions passed at adjourned meeting.
      • 117. Resolutions and agreements to be filed.
      • 118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.
      • 119. Inspection of minutebooks of general meeting.
      • 120. Maintenance and inspection of documents in electronic form.
      • 121. Report on annual general meeting.
      • 122. Applicability of this Chapter to One Person Company.
      • 123. Declaration of dividend.
      • 124. Unpaid Dividend Account.
      • 125. Investor Education and Protection Fund.
      • 126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
      • 127. Punishment for failure to distribute dividends.
      • 128. Books of account, etc., to be kept by company.
      • 129. Financial statement.
      • 129A. Periodical financial results.
      • 130. Reopening of accounts on court's or Tribunal's orders.
      • 131. Voluntary revision of financial statements or Board's report.
      • 132. Constitution of National Financial Reporting Authority.
      • 133. Central Government to prescribe accounting standards.
      • 134. Financial statement, Board's report, etc.
      • 135. Corporate Social Responsibility.
      • 136. Right of member to copies of audited financial statement.
      • 137. Copy of financial statement to be filed with Registrar.
      • 138. Internal audit.
      • 139. Appointment of auditors.
      • 140. Removal, resignation of auditor and giving of special notice.
      • 141. Eligibility, qualifications and is qualifications of auditors.
      • 142. Remuneration of auditors.
      • 143. Powers and duties of auditors and auditing standards.
      • 144. Auditor not to render certain services.
      • 145. Auditor to sign audit reports, etc.
      • 146. Auditors to attend general meeting.
      • 147. Punishment for contravention.
      • 148. Central Government to specify audit of items of cost in respect of certain companies.
      • 149. Company to have Board of Directors.
      • 150. Manner of selection of independent directors and maintenance of data bank of independent directors.
      • 151. Appointment of director elected by small shareholders.
      • 152. Appointment of directors.
      • 153. Application for allotment of Director Identification Number.
      • 154. Allotment of Director Identification Number.
      • 155. Prohibition to obtain more than one Director Identification Number.
      • 156. Director to intimate Director Identification Number.
      • 157. Company to inform Director Identification Number to Registrar.
      • 158. Obligation to indicate Director Identification Number.
      • 159. Penalty for default of certain provisions.
      • 160. Right of persons other than retiring directors to stand for directorship.
      • 161. Appointment of additional director, alternate director and nominee director.
      • 162. Appointment of directors to be voted individually.
      • 163. Option to adopt principle of proportional representation for appointment of directors.
      • 164. Disqualifications for appointment of director.
      • 165. Number of directorships.
      • 166. Duties of directors.
      • 167. Vacation of office of director.
      • 168. Resignation of director.
      • 169. Removal of directors.
      • 170. Register of directors and key managerial personnel and their shareholding.
      • 171. Members' right to inspect.
      • 172. Penalty.
      • 173. Meetings of Board.
      • 174. Quorum for meetings of Board.
      • 175. Passing of resolution by circulation.
      • 176. Defects in appointment of directors not to invalidate actions taken.
      • 177. Audit Committee.
      • 178. Nomination and Remuneration Committee and Stakeholders Relationship Committee.
      • 179. Powers of Board.
      • 180. Restrictions on powers of Board.
      • 181. Company to contribute to bona fide and charitable funds, etc.
      • 182. Prohibitions and restrictions regarding political contributions.
      • 183. Power of Board and other persons to make contributions to national defence fund, etc.
      • 184. Disclosure of interest by director.
      • 185. Loan to directors, etc.
      • 186. Loan and investment by company.
      • 187. Investments of company to be held in its own name.
      • 188. Related party transactions.
      • 189. Register of contracts or arrangements in which directors are interested.
      • 190. Contract of employment with managing or wholetime directors.
      • 191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.
      • 192. Restriction on noncash transactions involving directors.
      • 193. Contract by One Person Company.
      • 194.
      • 195.
      • 196. Appointment of managing director, wholetime director or manager.
      • 197. Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
      • 198. Calculation of profits.
      • 199. Recovery of remuneration in certain cases.
      • 200. Central Government or company to fix limit with regard to remuneration.
      • 201. Forms of, and procedure in relation to, certain applications.
      • 202. Compensation for loss of office of managing or wholetime director or manager.
      • 203. Appointment of key managerial personnel.
      • 204. Secretarial audit for bigger companies.
      • 205. Functions of company secretary.
      • 206. Power to call for information, inspect books and conduct inquiries.
      • 207. Conduct of inspection and inquiry.
      • 208. Report on inspection made.
      • 209. Search and seizure.
      • 210. Investigation into affairs of company.
      • 211. Establishment of Serious Fraud Investigation Office.
      • 212. Investigation into affairs of Company by Serious Fraud Investigation Office.
      • 213. Investigation into company's affairs in other cases.
      • 214. Security for payment of costs and expenses of investigation.
      • 215. Firm, body corporate or association not to be appointed as inspector.
      • 216. Investigation of ownership of company.
      • 217. Procedure, powers, etc., of inspectors.
      • 218. Protection of employees during investigation.
      • 219. Power of inspector to conduct investigation into affairs of related companies, etc.
      • 220. Seizure of documents by inspector.
      • 221. Freezing of assets of company on inquiry and investigation.
      • 222. Imposition of restrictions upon securities.
      • 223. Inspector's report.
      • 224. Actions to be taken in pursuance of inspector's report.
      • 225. Expenses of investigation.
      • 226. Voluntary winding up of company, etc., not to stop investigation proceedings.
      • 227. Legal advisers and bankers not to disclose certain information.
      • 228. Investigation, etc., of foreign companies.
      • 229. Penalty for furnishing false statement, mutilation, destruction of documents.
      • 230. Power to compromise or make arrangements with creditors and members.
      • 231. Power of Tribunal to enforce compromise or arrangement.
      • 232. Merger and amalgamation of companies.
      • 233. Merger or amalgamation of certain companies.
      • 234. Merger or amalgamation of company with foreign company.
      • 235. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
      • 236. Purchase of minority shareholding.
      • 237. Power of Central Government to provide for amalgamation of companies in public interest.
      • 238. Registration of offer of schemes involving transfer of shares.
      • 239. Preservation of books and papers of amalgamated companies.
      • 240. Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
      • 241. Application to Tribunal for relief in cases of oppression, etc.
      • 242. Powers of Tribunal.
      • 243. Consequence of termination or modification of certain agreements.
      • 244. Right to apply under section 241.
      • 245. Class action.
      • 246. Application of certain provisions to proceedings under section 241 or section 245.
      • 247. Valuation by registered valuers.
      • 248. Power of Registrar to remove name of company from register of companies.
      • 249. Restrictions on making application under section 248 in certain situations.
      • 250. Effect of company notified as dissolved.
      • 251. Fraudulent application for removal of name.
      • 252. Appeal to Tribunal.
      • 253.
      • 254.
      • 255.
      • 256.
      • 257.
      • 258.
      • 259.
      • 260.
      • 261.
      • 262.
      • 263.
      • 264.
      • 265.
      • 266.
      • 267.
      • 268.
      • 269.
      • 270. Winding up by Tribunal.
      • 271. Circumstances in which company may be wound up by Tribunal.
      • 272. Petition for winding up.
      • 273. Powers of Tribunal.
      • 274. Directions for filing statement of affairs.
      • 275. Company Liquidators and their appointments.
      • 276. Removal and replacement of liquidator.
      • 277. Intimation to Company Liquidator, provisional liquidator and Registrar.
      • 278. Effect of winding up order.
      • 279. Stay of suits, etc., on winding up order.
      • 280. Jurisdiction of Tribunal.
      • 281. Submission of report by Company Liquidator.
      • 282. Directions of Tribunal on report of Company Liquidator.
      • 283. Custody of company's properties.
      • 284. Promoters, directors, etc., to cooperate with Company Liquidator.
      • 285. Settlement of list of contributories and application of assets.
      • 286. Obligations of directors and managers.
      • 287. Advisory committee.
      • 288. Submission of periodical reports to Tribunal.
      • 289.
      • 290. Powers and duties of Company Liquidator.
      • 291. Provision for professional assistance to Company Liquidator.
      • 292. Exercise and control of Company Liquidator's powers.
      • 293. Books to be kept by Company Liquidator.
      • 294. Audit of Company Liquidator's accounts.
      • 295. Payment of debts by contributory and extent of setoff.
      • 296. Power of Tribunal to make calls.
      • 297. Adjustment of rights of contributories.
      • 298. Power to order costs.
      • 299. Power to summon persons suspected of having property of company, etc.
      • 300. Power to order examination of promoters, directors, etc.
      • 301. Arrest of person trying to leave India or abscond.
      • 302. Dissolution of company by Tribunal.
      • 303. Appeals from orders made before commencement of Act.
      • 304.
      • 305.
      • 306.
      • 307.
      • 308.
      • 309.
      • 310.
      • 311.
      • 312.
      • 313.
      • 314.
      • 315.
      • 316.
      • 317.
      • 318.
      • 319.
      • 320.
      • 321.
      • 322.
      • 323.
      • 324. Debts of all descriptions to be admitted to proof.
      • 325.
      • 326. Overriding preferential payments.
      • 327. Preferential payments.
      • 328. Fraudulent preference.
      • 329. Transfers not in good faith to be void.
      • 330. Certain transfers to be void.
      • 331. Liabilities and rights of certain persons fraudulently preferred.
      • 332. Effect of floating charge.
      • 333. Disclaimer of onerous property.
      • 334. Transfer, etc., after commencement of winding up to be void.
      • 335. Certain attachments, executions, etc., in winding up by Tribunal to be void.
      • 336. Offences by officers of companies in liquidation.
      • 337. Penalty for frauds by officers.
      • 338. Liability where proper accounts not kept.
      • 339. Liability for fraudulent conduct of business.
      • 340. Power of Tribunal to assess damages against delinquent directors, etc.
      • 341. Liability under sections 339 and 340 to extend to partners or directors in firms or companies.
      • 342. Prosecution of delinquent officers and members of company.
      • 343. Liquidator to exercise certain powers subject to sanction.
      • 344. Statement that company is in liquidation.
      • 345. Books and papers of company to be evidence.
      • 346. Inspection of books and papers by creditors and contributories.
      • 347. Disposal of books and papers of company.
      • 348. Information as to pending liquidations.
      • 349. Official Liquidator to make payments into public account of India.
      • 350. Company Liquidator to deposit monies into scheduled bank.
      • 351. Liquidator not to deposit monies into private banking account.
      • 352. Company Liquidation Dividend and Undistributed Assets Account.
      • 353. Liquidator to make returns, etc.
      • 354. Meetings to ascertain wishes of creditors or contributories.
      • 355. Court, tribunal or person, etc., before whom affidavit may be sworn.
      • 356. Powers of Tribunal to declare dissolution of company void.
      • 357. Commencement of winding up by Tribunal.
      • 358. Exclusion of certain time in computing period of limitation.
      • 359. Appointment of Official Liquidator.
      • 360. Powers and functions of Official Liquidator.
      • 361. Summary procedure for liquidation.
      • 362. Sale of assets and recovery of debts due to company.
      • 363. Settlement of claims of creditors by Official Liquidator.
      • 364. Appeal by creditor.
      • 365. Order of dissolution of company.
      • 366. Companies capable of being registered.
      • 367. Certificate of registration of existing companies.
      • 368. Vesting of property on registration.
      • 369. Saving of existing liabilities.
      • 370. Continuation of pending legal proceedings.
      • 371. Effect of registration under this Part.
      • 372. Power of Court to stay or restrain proceedings.
      • 373. Suits stayed on winding up order.
      • 374. Obligations of companies registering under this Part.
      • 375. Winding up of unregistered companies.
      • 376. Power to wind up foreign companies, although dissolved.
      • 377. Provisions of Chapter cumulative.
      • 378. Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases.
      • 378A. Definitions.
      • 378B. Objects of Producer Company.
      • 378C. Formation of Producer Company and its registration.
      • 378D. Membership and voting rights of Members of Producer Company.
      • 378E. Benefits to Members.
      • 378F. Memorandum of Producer Company.
      • 378G. Articles of association.
      • 378H. Amendment of memorandum.
      • 378I. Amendment of articles.
      • 378J. Option to interState cooperative societies to become Producer Companies.
      • 378K. Effect of incorporation of Producer Company.
      • 378L. Vesting of undertaking in Producer Company.
      • 378M. Concession, etc., to be deemed to have been granted to Producer Company.
      • 378N. Provisions in respect of officers and other employees of inter State cooperative society.
      • 378O. Number of directors.
      • 378P. Appointment of directors.
      • 378Q. Vacation of office by directors.
      • 378R. Powers and functions of Board.
      • 378S. Matters to be transacted at general meeting.
      • 378T. Liability of directors.
      • 378U. Committee of directors.
      • 378V. Meetings of Board and quorum.
      • 378W. Chief Executive and his functions.
      • 378X. Secretary of Producer Company.
      • 378Y. Quorum.
      • 378Z. Voting rights.
      • 378ZA. Annual general meetings.
      • 378ZB. Share capital.
      • 378ZC. Special user rights.
      • 378ZD. Transferability of shares and attendant rights.
      • 378ZE. Books of account.
      • 378ZF. Internal audit.
      • 378ZG. Duties of auditor under this Chapter.
      • 378ZH. Donation or subscription by Producer Company.
      • 378ZI. General and other reserves.
      • 378ZJ. Issue of bonus shares.
      • 378ZK. Loan, etc., to Members.
      • 378ZL. Investment in other companies, formation of subsidiaries, etc.
      • 378ZM. Penalty for contravention.
      • 378ZN. Amalgamation, merger or division, etc., to form new Producer Companies.
      • 378ZO. Disputes.
      • 378ZP. Strike off name of Producer Company.
      • 378ZQ. Provisions of this Chapter to override other laws.
      • 378ZR. Application of provisions relating to private companies.
      • 378ZS. Reconversion of Producer Company to interState cooperative society.
      • 378ZT. Power to modify Act in its application to Producer Companies.
      • 378ZU. Power of make rules.
      • 379. Application of Act to foreign companies.
      • 380. Documents, etc., to be delivered to Registrar by foreign companies.
      • 381. Accounts of foreign company.
      • 382. Display of name, etc., of foreign company.
      • 383. Service on foreign company.
      • 384. Debentures, annual return, registration of charges, books of account and their inspection.
      • 385. Fee for registration of documents.
      • 386. Interpretation.
      • 387. Dating of prospectus and particulars to be contained therein.
      • 388. Provisions as to expert's consent and allotment.
      • 389. Registration of prospectus.
      • 390. Offer of Indian Depository Receipts.
      • 391. Application of sections 34 to 36 and Chapter XX.
      • 392. Punishment for contravention.
      • 393. Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
      • 393A. Exemptions under this Chapter.
      • 394. Annual reports on Government companies.
      • 395. Annual reports where one or more State Governments are members of companies.
      • 396. Registration offices.
      • 397. Admissibility of certain documents as evidence.
      • 398. Provisions relating to filing of applications, documents, inspection, etc., in electronic form.
      • 399. Inspection, production and evidence of documents kept by Registrar.
      • 400. Electronic form to be exclusive, alternative or in addition to physical form.
      • 401. Provision of value added services through electronic form.
      • 402. Application of provisions of Information Technology Act, 2000.
      • 403. Fee for filing, etc.
      • 404. Fees, etc., to be credited into public account.
      • 405. Power of Central Government to direct companies to furnish information or statistics.
      • 406. Provision relating to Nidhis and its application etc.
      • 407. Definitions.
      • 408. Constitution of National Company Law Tribunal.
      • 409. Qualification of President and Members of Tribunal.
      • 410. Constitution of Appellate Tribunal.
      • 411. Qualifications of chairperson and Members of Appellate Tribunal.
      • 412. Selection of Members of Tribunal and Appellate Tribunal.
      • 413. Term of office of President, chairperson and other Members.
      • 414. Salary, allowances and other terms and conditions of service of Members.
      • 415. Acting President and Chairperson of Tribunal or Appellate Tribunal.
      • 416. Resignation of Members.
      • 417. Removal of Members.
      • 418. Staff of Tribunal and Appellate Tribunal.
      • 418A. Benches of Appellate Tribunal.
      • 419. Benches of Tribunal.
      • 420. Orders of Tribunal.
      • 421. Appeal from orders of Tribunal.
      • 422. Expeditious disposal by Tribunal and Appellate Tribunal.
      • 423. Appeal to Supreme Court.
      • 424. Procedure before Tribunal and Appellate Tribunal.
      • 425. Power to punish for contempt.
      • 426. Delegation of powers.
      • 427. President, Members, officers, etc., to be public servants.
      • 428. Protection of action taken in good faith.
      • 429. Power to seek assistance of Chief Metropolitan Magistrate, etc.
      • 430. Civil court not to have jurisdiction.
      • 431. Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
      • 432. Right to legal representation.
      • 433. Limitation.
      • 434. Transfer of certain pending proceedings.
      • 435. Establishment of Special Court.
      • 436. Offences triable by Special Courts.
      • 437. Appeal and revision.
      • 438. Application of Code to proceedings before Special Court.
      • 439. Offences to be noncognizable.
      • 440. Transitional provisions.
      • 441. Compounding of certain offences.
      • 442. Mediation and Conciliation Panel.
      • 443. Power of Central Government to appoint company prosecutors.
      • 444. Appeal against acquittal.
      • 445. Compensation for accusation without reasonable cause.
      • 446. Application of fines.
      • 446A. Factors for determining level of punishment.
      • 446B. Lesser penalties for certain companies.
      • 447. Punishment for fraud.
      • 448. Punishment for false evidence. Punishment for false statement.
      • 449. Punishment where no specific penalty or punishment is provided.
      • 450. Punishment for wrongful withholding of property.
      • 451. Punishment in case of repeated default.
      • 452. Punishment for improper use of "Limited" or "Private Limited".
      • 453. Adjudication of penalties.
      • 454. Dormant company.
      • 454A. Penalty for repeated default.
      • 455. Dormant company.
      • 456. Protection of action taken in good faith.
      • 457. Nondisclosure of information in certain cases.
      • 458. Delegation by Central Government of its powers and functions.
      • 459. Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.
      • 460. Condonation of delay in certain cases.
      • 461. Annual report by Central Government.
      • 462. Power to exempt class or classes of companies from provisions of this Act.
      • 463. Power of court to grant relief in certain cases.
      • 464. Prohibition of association or partnership of persons exceeding certain number.
      • 465. Repeal of certain enactments and savings.
      • 466. Dissolution of Company Law Board and consequential provisions.
      • 467. Power of Central Government to amend Schedules.
      • 468. Powers of Central Government to make rules relating to winding up.
      • 469. Power of Central Government to make rules.
      • 470. Power to remove difficulties.
      • 1. Short title, extent and commencement.
      • 2. Definitions.
      • 3. Fund.
      • 4. Accounts and audit.
      • 5. Statement to be furnished to the Fund.
      • 6. Manner of transfer of shares under subsection (6) of section 124 to the Fund.
      • 6A. Manner of transfer of shares under subsection (9) of section 90 of the Act to the Fund.
      • 7. Refund to claimants from Fund.
      • 8. Power to direct payment of amount due to the Fund.
      • 9. Transfer of assets, liabilities, etc., of the existing IEPF to the Authority.
      • 10. Returns and reports.
      • 11. Protection of action taken in good faith.
      • 12. Repeal and savings.
      • 1. Short title, extent and commencement.
      • 2. Definitions.
      • 3. Establishment of the Authority.
      • 4. Composition of the Authority.
      • 5. Chairperson of the Authority.
      • 6. Chief Executive Officer of the Authority.
      • 7. Members of the Authority.
      • 8. The term of office of members of the Authority.
      • 9. The number of officers and employees of the Authority.
      • 10. Functions of the Authority.
      • 11. Meetings.
      • 12. Member not to participate in meetings in certain cases.
      • 13. Vacancies, etc., not to invalidate proceedings of Authority.
      • 14. Protection of action taken in good faith.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Preparation and furnishing of the Annual Report.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Forms of Financial Statements.
      • 4. Incurring of Expenditure by the Authority.
      • 5. Annual Statement of Accounts.
      • 6. Maintenance of Accounts etc.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Pay.
      • 4. Pension, Gratuity or Provident Fund.
      • 5. Leave.
      • 6. Leave Sanctioning Authority.
      • 7. Travelling Allowances.
      • 8. Official visits abroad.
      • 9. Leave Travel Concession.
      • 10. Facility for Medical Treatment.
      • 11. Accommodation.
      • 12. Facility of conveyance.
      • 13. Telephone facility.
      • 14. Conditions of service of Chairperson.
      • 15. Conditions of Service of Judicial Member.
      • 16. Oath of office and secrecy.
      • 17. Declaration of financial or other interest.
      • 18. Residuary provisions.
      • 19. Powers to relax.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Computation of time period.
      • 4. Forms.
      • 5. Format of order or direction or rule.
      • 6. Official seal of the Appellate Tribunal.
      • 7. Custody of the records.
      • 8. Sitting of Appellate Tribunal.
      • 9. Sitting hours of the Appellate Tribunal.
      • 10. Working hours of office.
      • 11. Inherent powers.
      • 12. Calendar.
      • 13. Listing of cases.
      • 14. Power to exempt.
      • 15. Power to extend time.
      • 16. Powers and functions of the Registrar.
      • 17. Power of adjournment.
      • 18. Delegation powers of the Chairperson.
      • 19. Procedure for proceedings.
      • 20. Particulars to be set out in the address for service.
      • 21. Initialling alteration.
      • 22. Presentation of appeal.
      • 23. Number of copies to be filed.
      • 24. Endorsement and verification.
      • 25. Translation of document.
      • 26. Endorsement and scrutiny of petition or appeal or document.
      • 27. Registration of proceedings admitted.
      • 28. Exparte amendments.
      • 29. Calling for records.
      • 30. Production of authorisation for and on behalf of an association.
      • 31. Interlocutory applications.
      • 32. Procedure on production of defaced, torn or damaged documents.
      • 33. Preparation and publication of daily cause list.
      • 34. Carry forward of cause list and adjournment of cases on account of nonsitting of an Appellate Tribunal.
      • 35. Diaries.
      • 36. Order sheet.
      • 37. Maintenance of diary.
      • 38. Statutes or citations for reference.
      • 39. Calling of cases in Bench.
      • 40. Regulation of Bench work.
      • 41. Registers to be maintained.
      • 42. Arrangement of records in pending matters.
      • 43. Contents of main file.
      • 44. Contents of process file.
      • 45. Execution file.
      • 46. File for miscellaneous applications.
      • 47. Destruction of record.
      • 48. Issue of notice.
      • 49. Summons.
      • 50. Steps for issue of fresh notice.
      • 51. Consequence of failure to take steps for issue of fresh notice.
      • 52. Entries regarding service of notice or process.
      • 53. Nonappearance of respondent and consequences.
      • 54. Filing of objections by respondent, form and consequences.
      • 55. Fee.
      • 56. Award of costs in the proceedings.
      • 57. Inspection of the records.
      • 58. Grant of inspection.
      • 59. Application for grant of inspection.
      • 60. Fee payable for inspection.
      • 61. Mode of inspection.
      • 62. Maintenance of register of inspection.
      • 63. Appearance of authorised representative .
      • 64. Proof of engagement.
      • 65. Restriction on party's right to be heard.
      • 66. Professional dress for the authorised representative.
      • 67. Title of affidavits.
      • 68. Form and contents of the affidavit.
      • 69. Persons authorised to attest.
      • 70. Affidavits of illiterate, visually challenged persons.
      • 71. Identification of deponent.
      • 72. Annexures to the affidavit.
      • 73. Application for production of documents, form of summons.
      • 74. Suo motu summoning of documents.
      • 75. Marking of documents.
      • 76. Return and transmission of documents.
      • 77. Procedure for examination of witnesses, issue of Commissions.
      • 78. Examination in camera.
      • 79. Form of oath or affirmation to witness.
      • 80. Form of oath or affirmation to interpreter.
      • 81. Officer to administer oath.
      • 82. Recording of deposition.
      • 83. Numbering of witnesses.
      • 84. Grant of discharge certificate.
      • 85. Witness allowance payable.
      • 86. Records to be furnished to the Commissioner.
      • 87. Taking of specimen handwriting, signature etc.
      • 88. Order.
      • 89. Operative portion of the order.
      • 90. Corrections.
      • 91. Pronouncement of order.
      • 92. Pronouncement of order by any one member of the Bench.
      • 93. Authorizing any Member to pronounce order.
      • 94. Making of entries by Court Master.
      • 95. Transmission of order by the Court Master.
      • 96. Format of order.
      • 97. Indexing of case files after disposal.
      • 98. Transmission of files or records or orders.
      • 99. Copies of Orders in library.
      • 100. Register of Special Leave Petitions/Appeal.
      • 101. Placing of Supreme Court orders before Appellate Tribunal.
      • 102. Registrar to ensure compliance of Supreme Court orders.
      • 103. Filling through electronic media.
      • 104. Removal of difficulties and issue of directions.
      • 1. Short title and Commencement.
      • 2. Form of application or petition for Reduction of share capital under section 66.
      • 3. Issue of notice and directions by the National Company Law Tribunal.
      • 4. Representation by Central Government, Registrar etc. under subsection (2) of section 66.
      • 5. Procedure with regard to representations and objections received.
      • 6. Order on application and Minute thereof.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Pay.
      • 4. Pension, Gratuity or Provident Fund.
      • 5. Leave.
      • 6. Leave Sanctioning Authority.
      • 7. Travelling Allowances.
      • 8. Official visits abroad.
      • 9. Leave Travel Concession.
      • 10. Facility for Medical Treatment.
      • 11. Accommodation.
      • 12. Facility of conveyance.
      • 13. Telephone facility.
      • 14. Conditions of service of President.
      • 15. Conditions of service of Judicial Member.
      • 15A. Posting and transfer of Members.
      • 16. Applicability of rules.
      • 17. Oath of office and secrecy.
      • 18. Declaration of financial or other interest.
      • 19. Residuary provisions.
      • 20. Powers to relax.
      • 1. Short title and Commencement.
      • 2. Definitions.
      • 3. Computation of time period.
      • 4. Forms.
      • 5. Format of order or direction or rule.
      • 6. Official seal of the Tribunal.
      • 7. Custody of the records.
      • 8. Sitting of the Tribunal.
      • 9. Sitting hours.
      • 10. Working hours.
      • 11. Inherent Powers.
      • 12. Calendar.
      • 13. Listing of cases.
      • 14. Power to exempt.
      • 15. Power to extend time.
      • 16. Functions of the President.
      • 17. Functions of the Registrar.
      • 18. Functions of the Secretary.
      • 19. Delegation of powers by the President.
      • 20. Procedure.
      • 21. Particulars to be set out in the address for service.
      • 22. Initialling alteration.
      • 23. Presentation of petition or appeal.
      • 23A. Presentation of joint petition.
      • 24. Number of copies to be filed.
      • 25. Lodging of caveat.
      • 26. Endorsement and Verification.
      • 27. Translation of document.
      • 28. Endorsement and scrutiny of petition or appeal or document.
      • 29. Registration of proceedings admitted.
      • 30. Calling for records.
      • 31. Production of authorisation for and on behalf of an association.
      • 32. Interlocutory applications.
      • 33. Procedure on production of defaced, torn or damaged documents.
      • 34. General Procedure.
      • 35. Advertisement detailing petition.
      • 36. Maintenance of Cash Register.
      • 37. Notice to Opposite Party.
      • 38. Service of Notices and processes.
      • 38A. Multiple remedies.
      • 39. Production of Evidence by Affidavit.
      • 40. Production of additional evidence before the Bench.
      • 41. Filing of Reply and other Documents by the Respondents.
      • 42. Filing of Rejoinder.
      • 43. Power of the Bench to call for further information or evidence.
      • 44. Hearing of petition or applications.
      • 45. Rights of a party to appear before the Tribunal.
      • 46. Registration of authorised representative's interns.
      • 47. Oath to the witness.
      • 48. Consequence of nonappearance of applicant.
      • 49. Exparte Hearing and disposal.
      • 50. Registry to send certified copy.
      • 51. Power to regulate the procedure.
      • 52. Summoning of witnesses and recording Evidence.
      • 53. Substitution of legal representatives.
      • 54. Assessors or valuers.
      • 55. Pleadings before the Tribunal.
      • 56. Application for execution.
      • 57. Issue of process of execution.
      • 58. Effect of noncompliance.
      • 59. Procedure for imposition of penalty under the Act.
      • 60. Matters relating to the Judgments or Orders of the Tribunal.
      • 61. Amicus Curiae.
      • 62. Recusal.
      • 63. Presentation and scrutiny of petitions or applications.
      • 64. Matter earlier dealt by Company Law Board.
      • 65. Petition or Application under subsection (2) of section 45QA of the Reserve Bank of India Act, 1934 (2 of 1934).
      • 66. Application under subsection (7) of section 7.
      • 67. Petition under subsection (41) of section 2.
      • 68. Petition under section 14.
      • 69. Petition under subsection (3) of section 55.
      • 70. Appeal under sections 58 and 59.
      • 71. Application under proviso to clause (b) of subsection (1) of section 61.
      • 72. Appeal against the order of the Government under Section 62(4).
      • 73. Application under sections 71(9), 71(10), section 73(4) or section 74(2) and 76(2).
      • 74. Application for calling or obtaining a direction to call annual general meeting.
      • 75. Application for obtaining an order for calling of general meeting (other than Annual General Meeting).
      • 76. Inspection of minutebooks of general meeting.
      • 76A. Application under section 130.
      • 77. Application under section 131.
      • 78. Application under Section 140.
      • 79. Application under section 169.
      • 80. Application under section 213 for investigation.
      • 81. Application under section 241.
      • 82. Withdrawal of Application filed under section 241.
      • 83. Application under section 243.
      • 83A. Application under subsection (1) of section 244.
      • 84. Right to apply under section 245.
      • 85. Conducting a class action suit.
      • 86. Rule of optout.
      • 87. Publication of notice.
      • 87A. Appeal or application under subsection (1) and subsection (3) of section 252.
      • 88. Reference to the Tribunal.
      • 89. Preparation and publication of daily cause list.
      • 90. Carry forward of cause list and adjournment of cases on account of nonsitting of a Bench.
      • 91. Diaries.
      • 92. Order sheet.
      • 93. Maintenance of court diary.
      • 94. Statutes or citations for reference.
      • 95. Calling of cases in court.
      • 96. Regulation of court work.
      • 97. Registers to be maintained.
      • 98. Arrangement of records in pending matters.
      • 99. Contents of main file.
      • 100. Contents of process file.
      • 101. Execution file.
      • 102. File for miscellaneous applications.
      • 103. Preservation of Record.
      • 104. Retention, Preservation and Destruction of Records.
      • 105. Issue of notice.
      • 106. Summons.
      • 107. Steps for issue of fresh notice.
      • 108. Consequence of failure to take steps for issue of fresh notice.
      • 109. Entries regarding service of notice or process.
      • 110. Default of appearance of respondent and consequences.
      • 111. Filing of objections by respondent, form and consequences.
      • 112. Fees.
      • 113. Award of costs in the proceedings.
      • 114. Inspection of the records.
      • 115. Grant of inspection.
      • 116. Application for grant of inspection.
      • 117. Mode of inspection.
      • 118. Maintenance of register of inspection.
      • 119. Appearance of authorised representative.
      • 120. Consent for engaging another legal practitioner.
      • 121. Restrictions on appearance.
      • 122. Restriction on party's right to be heard.
      • 123. Empanelment of special authorised representatives by the Tribunal.
      • 124. Professional dress for the authorised representatives.
      • 125. Title of affidavits.
      • 126. Form and contents of the affidavit.
      • 127. Persons authorised to attest.
      • 128. Affidavits of illiterate, visually challenged persons.
      • 129. Identification of deponent.
      • 130. Annexures to the affidavit.
      • 131. Application for production of documents, form of summons.
      • 132. Suo motu summoning of documents.
      • 133. Marking of documents.
      • 134. Return and transmission of documents.
      • 135. Procedure for examination of witnesses, issue of Commissions.
      • 136. Examination in camera.
      • 137. Form of oath or affirmation to witness.
      • 138. Form of oath or affirmation to interpreter.
      • 139. Officer to administer oath.
      • 140. Form recording of deposition.
      • 141. Numbering of witnesses.
      • 142. Grant of discharge certificate.
      • 143. Witness allowance payable.
      • 144. Records to be furnished to the Commissioner.
      • 145. Taking of specimen handwriting, signature etc.
      • 146. Disposal of Cases.
      • 147. Operative portion of the order.
      • 148. Corrections.
      • 149. Power to impose Costs.
      • 150. Pronouncement of Order.
      • 151. Pronouncement of order by any one member of the Bench.
      • 152. Authorising any member to pronounce order.
      • 153. Enlargement of time.
      • 154. Rectification of Order.
      • 155. General power to amend.
      • 156. Making of entries by Court Master.
      • 157. Transmission of order by the Court Master.
      • 158. Format of order.
      • 159. Indexing of case files after disposal.
      • 160. Transmission of files or records or orders.
      • 161. Filing of Order of the Tribunal with the Registrar of Companies.
      • 162. Copies of orders in library.
      • 163. Register of Appeals, Petitions, etc.
      • 164. Placing of National Company Law Appellate Tribunal orders before Tribunal.
      • 165. Registrar to ensure compliance of National Company Law Appellate Tribunal orders.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Composition of Authority.
      • 4. Manner of appointment.
      • 5. Medical fitness.
      • 6. Resignation.
      • 7. Removal from office.
      • 8. Procedure for inquiry of misbehavior or incapacity of the chairperson or a member.
      • 9. Term of Office.
      • 10. Vacancy.
      • 11. Salary and allowances.
      • 12. Pension, Gratuity and Provident Fund.
      • 13. Leave.
      • 14. Leave and Foreign Travel Sanctioning Authority.
      • 15. House rent allowance.
      • 16. Transport allowance.
      • 17. Declaration of Financial and other Interests.
      • 18. Other conditions of service.
      • 19. Oath of office and secrecy.
      • 20. Sitting fee and allowances of Parttime Members.
      • 21. Power to Relax.
      • 22. Interpretation.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Meetings for transaction of business and procedure thereof.
      • 4. Power to regulate procedure in certain circumstances.
      • 5. Effect of any irregularities of procedure.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Classes of companies and bodies corporate governed by the Authority.
      • 4. Functions and duties of the Authority.
      • 5. Annual return.
      • 6. Recommending accounting standards and auditing standards.
      • 7. Monitoring and enforcing compliance with accounting standards.
      • 8. Monitoring and enforcing compliance with auditing standards.
      • 9. Overseeing the quality of service and suggesting measures for improvement.
      • 10. Power to investigate.
      • 11. Disciplinary proceedings.
      • 12. Manner of enforcement of orders passed in disciplinary proceedings.
      • 13. Punishment in case of noncompliance.
      • 14. Role of chairperson and fulltime members.
      • 15. Advisory committees, study groups and task forces.
      • 16. Financial reporting advocacy and education.
      • 17. Confidentiality and security of information.
      • 18. Avoidance of conflict of interest.
      • 19. International associations and international assistance.
      • 1. Short title and commencement.
      • 2. Application.
      • 3. Definitions.
      • 3A. Declaration of Nidhis.
      • 4. Incorporation and incidental matters.
      • 5. Requirements for minimum number of members, net owned fund etc.
      • 6. General restrictions or prohibitions.
      • 7. Share capital and allotment.
      • 8. Membership
      • 9. Net owned funds.
      • 10. Branches.
      • 11. Acceptance of deposits by Nidhis.
      • 12. Application form for deposit.
      • 13. Deposits.
      • 14. Unencumbered term deposits.
      • 15. Loans.
      • 16. Rate of interest.
      • 17. Rules relating to Directors.
      • 18. Dividend.
      • 19. Auditor.
      • 20. Prudential norms.
      • 21. Filing of half yearly return.
      • 22. Auditor's certificate.
      • 23. Power to enforce compliance.
      • 23A. Compliance with rule 3A by certain Nidhis.
      • 23B. Companies declared as Nidhis under previous company law to file Form NDH4.
      • 24. Penalty for noncompliance.

Companies (Share Capital and Debentures) Rules, 2014

Published vide Notification No. G.S.R. 265(E), dated 31st March, 2014

Last Updated 5th May, 2022 [act2606]


Ministry of Corporate Affairs

G.S.R. 265(E). - In exercise of the powers conferred under clause (a) (ii) of section 43, sub-clause (d) of sub-section (1) of section 54, sub-section (2) of 55, sub-section (1) of section 56, sub-section (3) of section 56, sub-section (1) of section 62, sub-section (2) of section 42, clause (f) of sub-section (2) of section 63, sub-section (1) of section 64 , clause (b) of sub-section 3 of section 67, sub-section (2) of section 68 sub-section (6) of section 68, sub-section (9) of section 68, sub-section (10) of section 68, sub-section (3) of section 71, sub-section (6) of section 71, sub-section (13) of section 71 and sub-sections (1) and (2) of section 72, read with sub-section (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the Companies (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 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 (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

[3. Application. - The provisions of these rules shall apply to

(a) all unlisted public companies;

(b) all private companies; and

(c) listed companies, so far as they do not contradict or conflict with any other regulation framed in this regard by the Securities and Exchange Board of India.]

4. Equity shares with differential rights. - (1) No company limited by shares shall issue equity shares with differential rights as to dividend, voting or otherwise, unless it complies with the following conditions, namely:-

(a) the articles of association of the company authorises the issue of shares with differential rights;

(b) the issue of shares is authorised by an ordinary resolution passed at a general meeting of the shareholders:

Provided that where the equity shares of a company are listed on a recognized stock exchange, the issue of such shares shall be approved by the shareholders through postal ballot ;

[(c) the voting power in respect of shares with differential rights of the company shall not exceed seventy four per cent. of total voting power including voting power in respect of equity shares with differential rights issued at any point of time;]

[***]

(e) the company has not defaulted in filing financial statements and annual returns for three financial years immediately preceding the financial year in which it is decided to issue such shares;

(f) the company has no subsisting default in the payment of a declared dividend to its shareholders or repayment of its matured deposits or redemption of its preference shares or debentures that have become due for redemption or payment of interest on such deposits or debentures or payment of dividend;

(g) the company has not defaulted in payment of the dividend on preference shares or repayment of any term loan from a public financial institution or State level financial institution or scheduled Bank that has become repayable or interest payable thereon or dues with respect to statutory payments relating to its employees to any authority or default in crediting the amount in Investor Education and Protection Fund to the Central Government;

[Provided that a company may issue equity shares with differential rights upon expiry of five years from the end of the financial year in which such default was made good.]

(h) the company has not been penalized by Court or Tribunal during the last three years of any offense 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, directors and key managerial personnel;

    (b) details of total number of shares proposed to be allotted to persons other than promoters, directors and key managerial personnel and their relationship if any with any promoter, director or key managerial personnel;

(ii) in case of public issue - reservation, if any, for different classes of applicants including promoters, directors or key managerial personnel;

(h) the percentage of voting right which the equity share capital with differential voting right shall carry to the total voting right of the aggregate equity share capital;

(i) the scale or proportion in which the voting rights of such class or type of shares shall vary;

(j) the change in control, if any, in the company that may occur consequent to the issue of equity shares with differential voting rights;

(k) the diluted Earning Per Share pursuant to the issue of such shares, calculated in accordance with the applicable accounting standards;

(l) the pre and post issue shareholding pattern along with voting rights as per clause 35 of the listing agreement issued by Security Exchange Board of India from time to time.

(3) The company shall not convert its existing equity share capital with voting rights into equity share capital carrying differential voting rights and vice-versa.

(4) The Board of Directors shall, inter alia, disclose in the Board's Report for the financial year in which the issue of equity shares with differential rights was completed, the following details, namely:-

(a) the total number of shares allotted with differential rights;

(b) the details of the differential rights relating to voting rights and dividends;

(c) the percentage of the shares with differential rights to the total post issue equity share capital with differential rights issued at any point of time and percentage of voting rights which the equity share capital with differential voting right shall carry to the total voting right of the aggregate equity share capital;

(d) the price at which such shares have been issued;

(e) the particulars 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 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 resolution passed by the Board; and

(b) on surrender to the company of the letter of allotment or fractional coupons of requisite value, save in cases of issues against letters of acceptance or of renunciation, or in cases of issue of bonus shares:

Provided that if the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if any, as to seek supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating evidence, as it may think fit.

(2) Every certificate of share or shares shall be in Form No. SH.1 or as near thereto as possible and shall specify the name(s) of the person(s) in whose favour the certificate is issued, the shares to which it relates and the amount paid-up thereon.

[(3) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of persons required to sign the certificate.

Explanation. - For the purposes of this sub-rule, it is hereby clarified that,-

(a) in case of an One Person Company, it shall be sufficient if the certificate is signed by a [director or company secretary] and the company secretary or any other person authorised by the Board for the purpose.

(b) a [director or company secretary] shall be deemed to have signed the share certificate if his signature is printed thereon as 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 rubber stamp, provided that the [director or company secretary] 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)(a) 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 "Issued in lieu of share certificate No. ...... sub-divided/ replaced/ on consolidation" and also that no fee shall be payable pursuant to scheme of arrangement sanctioned by the High Court or Central Government:

(c) A company may replace all the existing certificates by new certificates upon sub-division or consolidation of shares or merger or demerger or any reconstitution without requiring old certificates to be surrendered subject to compliance with clause (a) of sub-rule (1) rule 5, sub-rule (2) of rule 5 and sub-rule (3) of rule 5.

(2)(a) The duplicate share certificate shall be not issued in lieu of those that are lost or destroyed, without the prior consent of the Board and without payment of such fees as the Board thinks fit, not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced:

(b) Where a certificate is issued in any of the circumstances specified in this sub-rule, it shall be stated prominently on the face of it and be recorded in the Register maintained for the purpose, that it is "duplicate issued in lieu of share certificate No. ....." and the word "duplicate" shall be stamped or printed prominently on the face of the share certificate:

(c) In case unlisted companies, the duplicate share certificates shall be issued within a period of three months and in case of listed companies such certificate shall be issued [within forty-five days], from the date of submission of complete documents with the company respectively.

(3)(a) The particulars of every share certificate issued in accordance with sub-rules (1) and (2) shall be entered forthwith in a Register of Renewed and Duplicate Share Certificates maintained in Form No.SH.2 indicating against the name(s) of the person(s) to whom the certificate is issued, 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 authorised 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 certificates referred to in sub-rule (1), namely:-

(a) the committee of the Board, if so authorised by the Board or where the company has a company secretary, the company secretary; or

(b) where the company has no company secretary, a Director specifically authorised by the Board for such purpose.

(3) All books referred to in sub-rule (2) shall be preserved in good order not less than thirty years and in case of disputed cases, shall be preserved permanently, and all certificates surrendered to a company shall immediately be defaced by stamping or printing the word "cancelled" in bold letters and may be destroyed after the expiry of three years from the date on which they are surrendered, under the authority of a resolution of the Board and in the presence of a person duly appointed by the Board in this behalf:

Provided that nothing in this sub-rule shall apply to cancellation of the certificates of securities, under sub-section (2) of section 6 of the Depositories Act, 1996 (22 of 1996), when such certificates are cancelled in accordance with sub-regulation (5) of regulation 54 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, made under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 25 of the Depositories Act, 1996 (22 of 1996).

8. Issue of sweat equity shares. - (1) A company other than a listed company, which is not required to comply with the Securities and Exchange Board of India Regulations on sweat equity, shall not issue sweat equity shares to its directors or employees at a discount or for consideration other than cash, for their providing knowhow or making available rights in the nature of intellectual property rights or value additions, by whatever name called, unless the issue is authorised by a special resolution passed by the company in general 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, [***]; 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 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 sweat equity shares will be issued and their relationship with the promoter or/and Key Managerial Personnel;

(i) the price at which the sweat equity shares are proposed to be issued;

(j) the consideration including consideration other than cash, if any to be received for the sweat equity;

(k) the ceiling on managerial remuneration, if any, be breached by issuance of such sweat equity and how it is proposed to be dealt with;

(l) a statement to the effect that the company shall conform to the applicable accounting standards; and

(m) diluted Earning Per Share pursuant to the issue of sweat equity shares, calculated in accordance with the applicable accounting standards.

(3) The special resolution authorising the issue of sweat equity shares shall be valid for making the allotment within a period of not more than twelve months from the date of passing of the special resolution.

(4) The company shall not issue sweat equity shares for more than fifteen percent of the existing paid up equity share capital in a year or shares of the issue value of rupees five crores, whichever is higher:

Provided that the issuance of sweat equity shares in the Company shall not exceed twenty five percent, of the paid up equity capital of the Company at any time.

[Provided that in case of a startup company, as defined in notification number [G.S.R. 127(E), dated the 19th February, 2019 issued by the Department for Promotion of Industry and Internal Trade], Ministry of Commerce and Industry Government of India, Government of India, the conditions mentioned in sub-clause (i) and (ii) shall not apply upto [ten years] from the date of its incorporation or registration.]

(5) The sweat equity shares issued to directors or employees shall be locked in/non transferable for a period of three years from the date of allotment and the fact that the share certificates are under lock-in and the period of expiry of lock in shall be stamped in bold or mentioned in any other prominent manner on the share certificate.

(6) The sweat equity shares to be issued shall be valued at a price determined by a registered valuer as the fair price giving justification 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 amortisable 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 pursuant to acquisition of an asset.

(12) If the shares are issued pursuant to acquisition of an asset, the value of the asset, as determined by the valuation report, shall be carried in the balance sheet as per the Accounting Standards and such amount of the accounting value of the sweat equity shares that is in excess of the value of the asset acquired, as per the valuation report, shall be treated as a form of compensation to the employee or the director in the financial statements of the company.

Explanation. - For the purposes of this sub-rule, it is hereby clarified that the Accounting value shall be the fair value of the sweat equity shares as determined by a registered valuer under sub-rule (6).

(13) The Board of Directors shall, inter alia, disclose in the Directors' Report for the year in which such shares are issued, the following details of issue of sweat equity shares namely:-

(a) the class of director or employee to whom sweat equity shares were issued;

(b) the class of shares issued as Sweat Equity Shares;

(c) the number of sweat equity shares issued to the directors, key managerial personnel or other employees showing separately the number of such shares issued to them, if any, for consideration other than cash and the individual names of allottees holding one percent or more of the issued share capital;

(d) the reasons or justification for the issue;

(e) the principal terms and conditions for issue of sweat equity shares, including pricing formula;

(f) the total number of shares arising as a result of issue of sweat equity shares;

(g) the percentage of the sweat equity shares of the total post issued 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. 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 authorised 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 authorised 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 preference shares.

(3) The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 shall, inter-alia, provide the complete material facts concerned with and relevant to the issue of such shares, including-

(a) the size of the issue and number of preference shares to be issued and nominal value of each share;

(b) the nature of such shares i.e. cumulative or non-cumulative, participating or non-participating , convertible or non-convertible

(c) the objectives of the issue;

(d) the manner of issue of shares;

(e) the price at which such shares are proposed to be issued;

(f) the basis on which the price has been arrived at;

(g) the terms of issue, including terms and rate of dividend on each share, etc.;

(h) the terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion;

(i) the manner and modes of redemption;

(j) the current shareholding pattern of the company;

(k) the expected dilution in equity share capital upon conversion of preference shares.

(4) Where a company issues preference shares, the Register of Members maintained under section 88 shall contain the particulars in respect of such preference share holder(s).

(5) A company intending to list its preference shares on a recognized stock exchange shall issue such shares in accordance with the regulations made by the Securities 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 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 the company by passing a special resolution.

Explanation: For the purposes of clause (b) of sub-section (1) of section 62 and this rule "Employee" means

(a) a permanent employee of the company who has been working in India or outside India; or

(b) a director of the company, whether a whole time director or not but excluding an independent director; or

(c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India, or of a holding company of the company [* * *] but does not include -

(i) an employee who is a promoter or a person belonging to the promoter group; or

(ii) a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten percent of the outstanding equity shares of the company.

[Provided that in case of a startup company, as defined in notification number [G.S.R. 127(E), dated 19th February, 2019 issued by the Department for Promotion of Industry and Internal Trade], Ministry of Commerce and Industry Government of India, the conditions mentioned in sub-clauses (i) and (ii) shall not apply up to [ten years] from the date of its incorporation or registration.]

(2) The company shall make the following disclosures in the explanatory statement annexed to the notice for passing of the resolution -

(a) the total number of stock options to be granted;

(b) identification of classes of employees entitled to participate in the Employees Stock Option Scheme;

(c) the appraisal process for determining the eligibility of employees to the Employees Stock Option Scheme;

(d) the requirements of vesting and period of vesting;

(e) the maximum period within which the options shall be vested;

(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 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 options granted by the merging or amalgamating company were held by him shall be adjusted against the minimum vesting period required under this clause;

(b) The company shall have the freedom to specify the lock-in period for the shares issued pursuant to exercise of option.

(c) The Employees shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of option granted to them, till shares are issued on exercise of option.

(7) The amount, if any, payable by the employees, at the time of grant of option-

(a) may be forfeited by the company if the option is not exercised by the employees within the exercise period; or

(b) the amount may be refunded to the employees if the options are not vested due to non-fulfilment of conditions relating to vesting of option as per the Employees Stock Option Scheme.

(8)(a) The option granted to employees shall not be transferable to any other person.

(b) The option granted to the employees shall not be pledged, hypothecated, mortgaged or otherwise encumbered or alienated in any other manner.

(c) Subject to clause (d), no person other than the employees to whom 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;

(g) variation of terms of options;

(h) money 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 authorised 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 issued, in accordance with the regulations made by the Securities and Exchange Board of India in this behalf.

[12A. Period for notice under sub-clause (i) of clause (a) of sub-section (1) of section 62. - For the purposes of sub-clause (i) of clause (a) of sub-section (1) of section 62, the time period within which the offer shall be made for acceptance shall be not less than seven days from the date of offer.]

13. Issue of shares on preferential basis. - (1) For the purposes of clause (c) of sub-section (1) of section 62, If authorised by a special resolution passed in a general meeting, shares may be issued by any company in any manner whatsoever including by way of a preferential offer, to any persons whether or not those persons include the persons referred to in clause (a) or clause (b) of sub-section (1) of section 62 and such issue on preferential basis should also comply with conditions laid down in section 42 of the Act:

[Provided that in case of any preferential offer made by a company to one or more existing members only, the provisions of sub-rule (1) and proviso to sub-rule (1) and proviso to sub-rule (3) of rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 shall not apply.]

[Provided further that] the price of shares to be issued on a preferential basis by a listed company shall not be required to be determined by the valuation report of a registered valuer.

Explanation.- For the purposes of this rule, (i) the expression 'Preferential Offer' means an issue of shares or other securities, by a company to any select person or group of persons on a preferential basis and does not include shares or other securities 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 authorised by its articles of association;

(b) the issue has been authorised by a special resolution of the members;

[* * *]

(d) The company shall make the following disclosures in the explanatory statement 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 report of the registered valuer.

(xiii) The pre issue and post issue shareholding pattern of the company in the following format-

Sr. No.

Category

Pre Issue

Post Issue



No. of Shares held

% of share holding

No. of shares held

% of share holding

A

Promoters’ holding :





1

Indian :






Individual






Bodies Corporate






Sub Total





2

Foreign Promoters






Sub Total (A)





B

Non-Promoters’ holding :





1.

Institutional Investors





2.

Non-Institution :






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 report of a registered valuer;

[(h) where convertible securities are offered on a preferential basis with an option to apply for and get equity shares allotted, the price of the resultant shares pursuant to conversion shall be determined-

(i) either upfront at the time when the offer of convertible securities is made, on the basis of valuation report of the registered valuer given at the stage of such offer, or

(ii) at the time, which shall not be earlier than thirty days to the date when the holder of convertible security becomes entitled to apply for shares, on the basis of valuation report of the registered valuer given not earlier than sixty days of the date when the holder of convertible security becomes entitled to apply for shares:

Provided that the company shall take a decision on sub-clauses (i) or (ii) at the time of offer of convertible security itself and make such disclosure under sub-clause (v) of clause (d) of sub-rule (2) of this rule.]

(i) where shares or other securities are to be allotted for consideration other than cash, the valuation of such consideration shall be done by a registered 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.

14. Issue of Bonus Shares. - The company which has once announced the decision of its Board recommending a bonus issue, shall not subsequently withdraw the same.

15. Notice to Registrar for alteration of share capital. - 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 authorised 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, [or a company not having share capital increases number of its members] the notice of such alteration, increase or redemption shall be filed by the company with the Registrar in Form No. SH.7 along with the fee.

16. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees. - (1) The company shall not make a provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company, unless it complies with the following conditions, namely:-

(a) the scheme of provision of money for purchase of or subscription for the shares as aforesaid 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 favour such shares are to be registered;

(c) the particulars of trust and name, address, occupation and nationality of trustees and their relationship with the promoters, directors or key managerial personnel, if any;

(d) the any interest of key managerial personnel, directors or promoters in such scheme or trust and effect thereof;

(e) the detailed particulars of benefits which will accrue to the employees from the implementation of the scheme;

(f) the details about who would exercise and how the voting rights in respect of the shares to be purchased or subscribed under the scheme would be exercised;

(3) A person shall not be appointed 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) whether the votes were cast in favour of or against the resolution.

17. Buy-back of shares or other securities. - Unless stated otherwise, the following norms shall be complied with by the private companies and unlisted public companies for buy-back of their securities-

(1) The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 shall contain the following disclosures, namely:-

(a) the date of the board meeting at which the proposal for buy-back 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;

(iii) the maximum and minimum price at which purchases and sales referred to in sub-clause (ii) were made along with the relevant date;

(k) if the persons mentioned in sub-clause (i) of clause (j) intend to tender their shares for buy-back -

(i) the quantum of shares proposed to be tendered;

(iii) the details of their transactions and their holdings for the last twelve months prior to the date of the board meeting at which the buy-back was approved including information of number of shares acquired, the price and the date of acquisition;

(l) a confirmation that there are no defaults subsisting in repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend 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 the company's auditors stating that-

(i) they have inquired into the company's state of affairs;

(ii) the amount of the permissible capital payment for the securities in question is in their view properly determined;

(iii) that the audited accounts on the basis of which calculation with reference to buy back is done is not more than six months old from the date of offer document; and

[Provided that where the audited accounts are more than six months old, the calculations with reference to buy back shall be on the basis of un-audited accounts not older than six months from the date of offer document which are subjected to limited review by the auditors of the company.]

(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 authorised 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 shareholders or security holders immediately after filing the same with the Registrar of Companies but not later than twenty days from its filing with the Registrar of Companies.

(5) The offer for buy-back shall remain open for a period of not less than fifteen days and not exceeding thirty days from the date of dispatch of the letter of offer.

[Provided that where all members of a company agree, the offer for buy-back may remain open for a period less than fifteen days.]

(6) In case the number of shares or other specified securities offered by the shareholders or security holders is more than the total number of shares or securities to be bought back by the company, the acceptance per shareholder shall be on proportionate basis out of the total shares offered for being bought back.

(7) The company shall complete the verifications of the offers received within fifteen days from the date of closure of the offer and the shares or other securities lodged shall be deemed to be accepted unless a communication of 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 authorising the buy-back till the date of the closure of the offer under these rules, except those arising out of any outstanding convertible instruments;

(c) the company shall confirm in its offer the opening of a separate bank account adequately funded for this purpose and to pay the consideration only by way of cash;

(d) the company shall not withdraw the offer once it has announced the offer to the shareholders;

(e) the company shall not utilise any money borrowed from banks or financial institutions for the purpose of buying back its shares; and

(f) the company shall not utilise 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 authorised 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 authorised 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 Form No. SH.11 along with the fee.

(14) There shall be annexed to the return filed with the Registrar in Form No. SH.11, a certificate in Form No. SH.15 signed by two directors of the company including the managing director, if any, certifying that the buy-back of securities has been made in compliance with the provisions of the Act and the rules made thereunder.

18. Debentures. - (1) The company shall not issue secured debentures, unless it complies with the following conditions, namely:-

(a) An issue of secured debentures may be made, provided the date of its redemption shall not exceed ten years from the date of issue.

    Provided that a company engaged in the setting up of infrastructure projects may issue secured debentures for a period exceeding ten years but not exceeding thirty years;

[(b) Such an issue of debentures shall be secured by the creation of a charge on the properties or assets of the company or its subsidiaries or its holding company or its associates companies, having a value which is sufficient for the due 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 or its holding company or subsidiaries or associate companies or otherwise.]

(ii) any specific immovable property wherever situate, or any interest therein.

Provided that in case of a non-banking financial company, the charge or mortgage under sub-clause (i) may be created on any movable property.]

[Provided further that in case of any issue of debentures by a Government company which is fully secured by the guarantee given by the Central Government or one or more State Government or by both, the requirement for creation of charge under this sub-rule shall not apply.

Provided also that in case of any loan taken by a subsidiary company from any bank or financial institution the charge or mortgage under this sub-rule may also be created on the properties or assets of the holding company;]

(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 shall appear in the letter of offer issued for inviting the subscription of the debentures;

(c) A person shall not be appointed as a debenture trustee, 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 vacancy continues, the remaining trustee or trustees, if any, may act:

    Provided that where such vacancy is caused by the resignation of the debenture trustee, the vacancy shall only be filled with the written consent of the majority of the debenture holders.

(e) any debenture trustee may be removed from office before the expiry of his term only if it is approved by the holders of not less than three fourth in value of the debentures outstanding, at their meeting.

(3) It shall be the duty of every debenture trustee to-

(a) satisfy himself that the letter of offer does not contain any matter which is inconsistent with the terms of the issue of debentures or with the trust deed;

(b) satisfy himself that the covenants in the trust deed are not prejudicial to the interest of the debenture holders;

(c) call for periodical status or performance reports from the company;

(d) communicate promptly to the debenture holders defaults, if any, with regard to payment of interest or redemption of debentures and action taken by the trustee therefor;

(e) appoint a nominee director on the Board of the 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 utilisation of funds raised by the issue of debentures;

(l) take 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 "Provided further that in case of any issue of debentures by a Government company which is fully secured by the guarantee given by the Central Government or one or more State Government or by both, the requirement for creation of charge under this sub-rule shall not apply." Provided also that in case of any loan taken by a subsidiary company from any bank or financial institution the charge or mortgage under this sub-rule may also be created on the properties or assets of the holding company; [within three months of closure of the issue or offer.]

(6) The provisions of sub-rules (2) to (5) of rule 18 shall not be applicable to the public offer of debentures.

[(7) The company shall comply with the requirements with regard to Debenture Redemption Reserve (DRR) and investment or deposit of sum in respect of debentures maturing during the year ending on the 31st day of March of next year, in accordance with the conditions given below: -

(a) Debenture Redemption Reserve shall be created out of profits of the company available for payment of dividend;

(b) the limits with respect to adequacy of Debenture Redemption Reserve and investment or deposits, as the case may be, shall be as under; -

(i) Debenture Redemption Reserve is not required for debentures issued by All India Financial Institutions regulated by Reserve Bank of India and Banking Companies for both public as well as privately placed debentures;

(ii) For other Financial Institutions within the meaning of clause (72) of section 2 of the Companies Act, 2013, Debenture Redemption Reserve shall be as applicable to Non –Banking Finance Companies registered with Reserve Bank of India.

(iii) For listed companies (other than All India Financial Institutions and Banking Companies as specified in sub-clause (i)), Debenture Redemption Reserve is not required in the following cases -

    (A) in case of public issue of debentures –

      A. for NBFCs registered with Reserve Bank of India under section 45-IA of the RBI Act, 1934 and for Housing Finance Companies registered with National Housing Bank;

      B. for other listed companies;

    (B) in case of privately placed debentures, for companies specified in sub-items A and B.

(iv) for unlisted companies, (other than All India Financial Institutions and Banking Companies as specified in sub-clause (i)) -

    (A) for NBFCs registered with RBI under section 45-IA of the Reserve Bank of India Act, 1934 and for Housing Finance Companies registered with National Housing Bank, Debenture Redemption Reserve is not required in case of privately placed debentures.

    (B) for other unlisted companies, the adequacy of Debenture Redemption Reserve shall be ten percent. of the value of the outstanding debentures;

[(v) In case a company is covered in item (A) of sub-clause (iii) of clause (b) or item (B) of sub-clause (iv) of clause (b), it shall on or before the 30th day of April in each year, in respect of debentures issued by such a company, 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 methods of investments or deposits as provided in sub-clause (vi):

Provided that the amount remaining invested or deposited, as the case may be, shall not any time fall below fifteen percent. of the amount of the debentures maturing during the year ending on 31st day of March of that year]
.

(vi) for the purpose of sub-clause (v), the methods of deposits or investments, as the case may be, are as follows: -

    (A) in deposits with any scheduled bank, free from any charge or lien;

    (B) in unencumbered securities of the Central Government or any State Government;

    (C) in unencumbered securities mentioned in sub-clause (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882;

    (D) in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the Indian Trusts Act, 1882:

Provided that 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.

(c) 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.

(d) the amount credited to Debenture Redemption Reserve shall not be utilized 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

(b) A copy of the trust deed shall be forwarded to any member or debenture holder of the company, at his request, within seven days of the making thereof, on payment of fee.

[(9) Nothing contained in this rule shall apply to any amount received by a company against issue of commercial paper or any other similar instrument issued in accordance with the guidelines or regulations or notification issued by the Reserve Bank of India.

(10) In case of any offer of foreign currency convertible bonds or foreign currency bonds issued in accordance with the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 or regulations or directions issued by the Reserve Bank of India, the provisions of this rule shall not apply unless otherwise provided in such Scheme or regulations or directions.]

[(11) Nothing contained in this rule shall apply to rupee denominated bonds issued exclusively to overseas investors in terms of A.P. (DIR Series) Circular No. 17 dated September 29, 2015 of the Reserve Bank of India.]

19. Nomination by securities holders. - (1) Any holder of securities of a company may, at any time, nominate, in Form No. SH.13, any person as his nominee in whom the securities shall vest in the event of his death.

(2) On the receipt of the nomination form, a corresponding entry shall forthwith be made in the relevant register of securities holders, maintained under section 88.

(3) Where the nomination is made in respect of the securities held by more than one person jointly, all joint holders shall together nominate in Form No.SH.13 any person as nominee.

(4) The request for nomination should be recorded by the Company within a period of two months from the date of receipt of the duly filled and signed nomination form.

(5) In the event of death of the holder of securities or where the securities are held by more than one person jointly, in the event of death of all the joint holders, the person nominated as the nominee may upon the production of such evidence as may be required by the Board, elect, either-

(a) to register himself as holder of the securities; or

(b) to transfer the securities, as the deceased holder could have done.

(6) If the person being a 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 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. 13] specified under sub-rule (1), who shall become entitled to the securities of the company, in the event of death of the nominee during his minority.


Form No. SH-1
Share Certificate
[Pursuant to sub-section (3) of section 46 of the Companies Act, 2013 and rule 5(2) of the Companies (Share Capital and Debentures) Rules 2014]

...............Limited/Private Limited
...............(Corporate Identification Number)
(Incorporated under...the Companies Act, 1956/2013)
Registered Office.........................................................................

This is to certify that the person(s) named in this Certificate is/are the Registered Holder(s) of the within mentioned share(s) bearing the distinctive number(s) herein specified in the above named Company subject to the Memorandum and Articles of Association of the Company and the amount endorsed herein has been paid up on each such share.



ENQITY SHARES EACH OF RUPEES.................................................(Nominal value)
AMOUNT PAID-UP PER SHARE RUPEES..................................................................

Register Folio No:        Certificate No:
Name(s) of the Holder(s):
No. of shares held:...................................    .......................................................
          (in words)      (in figures)
Distinctive No.(s):Form................................................To........................................(Both inclusive)

Given under the common seal of the Company this............day of.........20.....
  (1) Director:
  (2)Director:
  (3)Secretary/any other authorised person:

Note : No transfer of the Share(s) comprised in the Certificate and be registered unless accompanied by this Certificate.


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.

Filo No.

Name of the person(s) to whom Renewed/Duplicate share certificate is issued

Date of approval of issue of Renewed/Duplicate share certificate

Class of shares

1

2

3

4

5







Date of issue of original share certificate

Original share certificate number

Total number of shares in the Original Share Certificate

Distinctive No. of shares

Date of issue of Renewed/Duplicate Share Certificate

From

To

6

7

8

9

10







Reasons for issue of Renewed/ Duplicate Share Certificate

Number of the Renewed share certificate, if applicable

Total number of shares in the Renewed/Duplicate share Certificate

Reference to entry in Register of Members

Remarks

11

12

13

14

15







Form No. SH-3
Register of Sweat Equity Shares
[Pursuant to sub-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 of member

Name of the allottee

Status of the allottee – whether director or employee

Date of passing of Board resolution

1

2

3

4

5







Date of the special resolution authorizing the issue of sweat equity shares

Date of issue of sweat equity shares

Number of sweat equity shares issued

Certificate No./Folio No.

6

7

8

9






Face value of the share

Price at which the shares are issued

Amount to be treated as paid up

Total consideration paid, if any, by the employee / director

Consideration received in cash

Particulars of consideration other than cash

10

11

12

13

14







Lock in period

The date of expiry of lock-in-period

Remarks, if any

Date of Joining

Fair value obtained by Valuer

Basis of Valuation

Name of valuer

15

16

17

5

12

13

14











Form No. SH-4
Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Share Capital and debentures) Rules 2014]

Date of execution...................

FOR THE CONSIDERATION Stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.


CIN:
Name of the company (in full)
Name of the Stock Exchange where the company is listed, if any:


DESCRIPTION OF SECURITIES:

Kind / Class of securities

(1)

Nominal value of each unit of security

(2)

Amount called up per unit to security

(3)

Amount paid up per unit of security

(4)










No. of securities being transferred

Consideration received (Rs.)

In figures

In words

In words

In figures







Distinctive number

From







To







Corresponding Certificate Nos.








Transferor's Particulars-

Registered Folio Number:

1.

2.

3.

Name(s) in full

Signature(s)


I, hereby confirm that the Transferor has signed signed before me.

Signature of witness

Name and address


Transferee's Particulars-

Name in full

Father's/ Mother's / Spouse name

Address & E-mail id

Occupation

Existing folio No., if any.

Signature

(1)

(2)

(3)

(4)

(5)

(6)

1.

2.

3.







Folio No. of Transferee

Specimen Signature of Transferee

…........................................

….................................................

Value of stamp affixed …...(Rs.)


[Declaration:

0 Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares; or

0 Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith.]

Enclosure:


(1)

Certificate of shares or debentures or other securities

(2)

If no certificate is issued, letter of allotment.

(3)

Others, specify...................................







Stamps

For office use only




Checked by..............................................................

Signature tallied by..................................................

Entered in the Register of Transfer on.................vide Transfer No......................

Approval Date.................................

Power of attorney/Probate/Death Certificate/Letter of Administration Registered on............at 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

….................

…................................................................................



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 ana application has been made by the transferor for the transfer of securities of the above named company whose particulars are given hereunder-

Name & Address of the Transferor:

Name & Address of the Transferee:

Class / Kind of securities:

Number of securities:

Distinctive numbers of the Securities:

Securities Certificate Number:

Nominal value of each security:

Issue price of each security:

Amount called on each security:

Amount paid on each security

Amount called and due on each security:

Amount uncalled on each security:

Total amount called and due on the total number of securities lodged for transfer:

Total amount uncalled on the total number of securities lodged for transfer:

As required under sub section (3) of section 56 of the Companies Act, 2013, notice is hereby given by the Company to the transferee on this Day______of (month) of_______(year) that the above mentioned securities are partly paid and the transferee shall be liable to pay the balance amount unpaid on the securities.

The transferee is hereby requested to submit his / her objection, if any, within two from the date of receipt of this notice in the absence of which it shall be presumed that he / she has no the transfer and the securities shall be transferred in his / her name without any further correspondence.

Signature:




Form No. SH-6
Register of Employee Stock Options
[Pursuant to clause (b) of sub-section (1) of section 62 of the Companies Act, 2013 and rule 12(10) the Companies (Share Capital and debentures) Rules 2014]

Name of Company

Registered office address

Date of special resolution............

S.No.

Name of the grantee

Number of options granted

Date on which options vested

Exercised period

1

2

3

4

5







Date of which options exercised

Options exercised

Exercise price

Number of shares arising as result of exercise of option

6

7

8

9






Folio No. of Register of members having respective entry

Lock in period if any

Option lapsed, if any

Total number of options in force

Amount forfeited / refunded if option is not exercised

10

11

12

13

14







Any variation of terms of the scheme and its effects

Signature

Remarks



15

16

17









[Form No.SH.7]
[Pursuant to section 64 (1) of the Companies Act, 2013 and pursuant to Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014]

1.JPG

Notice to Registrar of any alteration of share capital
Form language English 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
3. *Purpose of the form
Increase in share capital independently by company Increase in number of members
Increase in share capital with Central Government order Consolidation or division etc.
Cancellation of unissued shares of one class and increase in shares of another class
Redemption of redeemable preference shares
4. In accordance with section 61(1) of the Companies Act, 2013 that by Ordinary Special resolution at
the meeting of the members of the company held on (DD/MM/YYYY)
Service request number(SRN)of related Form MGT.14
(a) (i) The authorised share capital of the company has been increased from
Existing (in Rs.)
Revised (in Rs.)
Difference (addition) (in Rs.)
(b) (i) The number of members in the company has been increased from
Existing

Revised

Difference (addition)

(ii) Maximum number of members excluding past and present employee(s)
(iii) Date of Board resolution
5. (a) In accordance with sub section (6) of Section 62 of the Companies Act, 2013, the authorised capital of the company has been increased consequent upon an order number dated (DD/MM/YYYY) of the    Union Government    State Government of under sub section (4) of section 62 for conversion of debentures loan into shares
Existing authorised capital (in Rs.)
Revised authorised capital (in Rs.)
Difference (addition) (in Rs.)
Date of passing the order by Tribunal (if applicable)
Date of receipt of such order
(b) A copy of the aforesaid order was received by the company from the Central Government on
6. The additional capital (taking into consideration the addition above) is divided as follows
(a) Number of equity shares
Total amount of equity shares (in Rs.)
(b) Number of preference shares
Total amount of preference shares (in Rs.)
Total addition (in Rs.)
The conditions (e.g. voting rights, dividend rights, winding-up rights, etc) subject to which new shares have been issued, are as follows








7. Notice is hereby given that
In accordance with section 61 of the Companies Act, 2013 that the company has on (DD/MM/YYYY)
(a) Consolidated


(b) Converted


(c) Reconverted


(d) Subdivided


(e) Cancellation of unissued shares


Date of passing the order by Tribunal (if applicable)
Date of receipt of such order
8. In accordance with section 55, by a resolution of the Board of Directors 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
(e) Actual date of redemption of shares
(f) Amount payable on redemption    Amount (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 Amount (in Rupees)
Profits of the company
Proceeds of fresh issue of shares
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 (In Rs.)
Break up of Authorised capital
Number of equity shares
Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares Total amount of preference shares (in Rs.)
Nominal amount per preference share
Number of unclassified shares Total amount of unclassified shares (in Rs.)
(b) Issued capital of the company (In Rs.)
Break up of issued capital
Number of equity shares Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares Total amount of preference shares
Nominal amount per preference share
(c) Subscribed capital of the company (In Rs.)
Break up of Subscribed capital
Number of equity shares
Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares
Total amount of preference shares (in Rs.)
Nominal amount per preference share
(d) Paid up capital of the company (In Rs.)
Break up of Paid up capital
Number of equity shares
Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares
Total amount of preference shares (in Rs.)
Nominal amount per preference share
10. *Whether articles of association have been altered Yes No
11. Particulars of payment of stamp duty (Refer instruction kit for details before filling the particulars)
(a) State or Union territory in respect of which stamp duty is paid or to be paid
(b) *Whether stamp duty is to be paid electronically through MCA21 system Yes No Not applicable
(i) Details of stamp duty to be paid
Amount of stamp duty to be paid (in Rs.)
(ii) Provide details of stamp duty already paid

Type of document/Particulars

Total amount of stamps or stamp paper (in Rs.)

Mode of payment of stamp duty

Name of vendor or Treasury or Authority or any other Competent agency authorised to collect stamp duty or to sell stamp papers or to emboss the documents or to dispense stamp vouchers on behalf of the Government


Serial number of embossing or stamps or stamp paper or treasury challan number


Registration number of vendor


Date of purchase of stamps or stamp paper or payment of stamp duty

(DD/MM/YYYY)

Place of purchase of stamps or stamp paper or payment of stamp duty



12. In case maximum stamp duty payable has already been paid, provide details of form(s) filled earlier (SRN or receipt number, form number, date of filling, amount of stamp duty paid)




13. Existing capital structure before taking into consideration the changes vide points 4, 5, 6, 7 and 8 above
(a) Authorised capital of the company (In Rs.)
Break up of Authorised capital
Number of equity shares
Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares Total amount of preference shares (in Rs.)
Nominal amount per preference share
Number of unclassified shares Total amount of unclassified shares (in Rs.)
(b) Issued capital of the company (In Rs.)
Break up of issued capital
Number of equity shares Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares Total amount of preference shares
Nominal amount per preference share
(c) Subscribed capital of the company (In Rs.)
Break up of Subscribed capital
Number of equity shares
Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares
Total amount of preference shares (in Rs.)
Nominal amount per preference share
(d) Paid up capital of the company (In Rs.)
Break up of Paid up capital
Number of equity shares
Total amount of equity shares (in Rs.)
Nominal amount per equity share
Number of preference shares
Total amount of preference shares (in Rs.)
Nominal amount per preference share
Declaration
I*,
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 authorised by the board of directors to give this declaration and to sign and submit this Form. It is further declared and verified that
(a) 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.
(b) All the required attachments have been completely, correctly and legible attached to this form.
(c) I further declare that the company has paid correct stamp duty as per applicable Stamp Act.

*To be digitally signed by
*Designation
*Director identification number of the director; or DIN or PAN of the manager of CEO or CFO; or Membership number of the company secretary
Certificate
It is hereby certified that I have verified the above particulars (including attachment(s)) from the records of

and found them to be true and correct. I further certify that all required attachment(s) have been completely attached to this form.
   Chartered accountant (in whole-time practice) or    Cost accountant (in whole-time practice) or
   Company secretary (in whole-time practice)
Whether associate or fellow      Associate       Fellow
Membership number or certificate of practice number
Attachment
1. Copy of the resolution for alteration of capital;
2. Copy of order of Central Government;
3. Copy of the order of the Tribunal;
4. Copy of Board resolution authorising redemption of redeemable preference shares;
5. Altered memorandum of association;
6. Altered articles of association;
7. Workings for calculation of ratios (in case of conversion;)
8. Optional attachment(s), if any

Certificate by practicing professional
I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified records maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. I further certify that:
(i) The said records have been property prepaid, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order;
(ii) All the required attachments have been completely and legibly attached to this form.
   Chartered accountant (in whole-time practice)    Cost accountant (in whole-time practice)
   Company secretary (in whole-time practice)
Whether associate or fellow      Associate       Fellow
Membership number
Certificate of practice number

 
Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively.

For office use only:
e-Form Service request number (SRN) eForm filing date (DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorising officer
Date of signing (DD/MM/YYYY)


Form No. SH.8
[Pursuant to section 68 (1) of the Companies Act, 2013 and Rule 17 (2) of the Companies (Share Capital & Debentures) Rules, 2014]

1.JPG

Letter of Offer
Form language English Hindi
Refer the instruction kit for filing the form.
1. (a) *Corporate identity number (CIN) of the company
(b) Global location number (GLN) of the company
2. (a) Name of the company
(b) Address of registered office of the company




(c) e-mail ID of the company
(d) Date of Incorporation
3. Main division of Industrial activity of the company
Description of the main division


4. Particulars of directors and key managerial personnel

DIN/PAN

Full Name

Designation
















5. Present Capital structure of the company

(a)

Authorised capital of the company in (Rs.)






(i) Number of equity shares


Nominal amount per equity share






Total amount of equity shares (in Rs.)






(ii) Number of preference shares


Nominal amount per Preference share






Total amount of preference shares (in Rs.)




(b)

Subscribed capital of the company (in Rs.)






(i) Number of equity shares


Nominal amount per equity share






Total amount of equity shares (in Rs.)






(ii) Number of preference shares


Nominal amount per preference share






Total amount of preference shares (in Rs.)


6. Details of last buy back
(a) Date of completion of last buy-back
(b) Percentage of the share capital back to the total paid up share capital and free reserves
7. *Amount as on (in Rupees) (in %)
a. *Free reserves

b. *Securities Premium account

c. *Proceeds out of fresh issue of any shares or other specified securities

d. *Debt Secured

UnSecured

Total

8. *Source of the buy-back would be Free reserves Securities premium
Proceeds out of fresh issue of shares or other specified securities Debt
9. (a) *Date of Board of Directors' resolution authorising buy-back of securities
(b) (i) Date of passing the special resolution
    (ii) Service request number of Form MGT.14
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 redeemable

Preference convertible

Other, If any

Total

1

Number of shares as on the date preceding to the date of board meeting in which the buy-back got approved

(Number)

(Number)

(Number)

(Number)

(Number)

2

Shares purchased during the period of 12 months preceding the date of board meeting approving buy-back

(Number)

(Number)

(Number)

(Number)

(Number)

3

Shares purchased during form date of board meeting approving buy-back till the date of letter of offer

(Number)

(Number)

(Number)

(Number)

(Number)

4

Maximum price paid for the above

(Amount)

(Amount)

(Amount)

(Amount)

(Average amount)

5

Date on which the above maximum price was paid

(Date)

(Date)

(Date)

(Date)

-

6

Shares sold during the period of 12 months preceding the date of board meeting approving bu-back

(Number)

(Number)

(Number)

(Number)

(Number)

7

Shares sold during the period from date of board meeting approving buy-back till the date of letter of offer

(Number)

(Number)

(Number)

(Number)

(Number)

8

Maximum price received for the above

(Amount)

(Amount)

(Amount)

(Amount)

(Average amount)

9

Date on which the above maximum price was received

(Date)

(Date)

(Date)

(Date)

-

10

Balance of number of shares held as on the date of letter of offer

(Number)

(Number)

(Number)

(Number)

(Number)

11. *The shareholding pattern before buy-back of shares or other specified securities:

S.No.

Category of security holders

Securities held before buy-back as on

1

Government (Central and State)


2

Government Companies


3

Public financial institutions


4

Nationalized or other bank(s)


5

Mutual Funds


6

Venture Capital


7

Foreign holdings (Foreign Institutional, 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 shareholders (other than mentioned above)


11

Others


12

Total



Total number of shareholders


12. *Particulars of the securities authorised to be bought-back maximum Number of the shares or other securities
*Minimum Number of the shares or other securities
*Minimum Number of the shares or other securities
Nominal value per security
Total amount of buy back
Percentage of total share capital and free reserves proposed to be bought back
13. *Objective of the buy-back



14. *Mode of buy-back
Existing security-holders on a proportionate basis
Open market
Odd-lots of listed securities
Employees' stock option
Sweet equity
Any other mode
15. *Article number authorising 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)

Authorised capital of the company in (Rs.)






(i) Number of equity shares


Nominal amount per equity share






Total amount of equity shares (in Rs.)






(ii) Number of preference shares


Nominal amount per Preference share






Total amount of preference shares (in Rs.)




(b)

Paid up capital of the company (in Rs.)






(i) Number of equity shares


Nominal amount per equity share






Total amount of equity shares (in Rs.)






(ii) Number of preference shares


Nominal amount per preference share






Total amount of preference shares (in Rs.)


19. *Expected capital structure post buy-back (assuming minimum securities bought back as per plan)

(a)

Authorised capital of the company in (Rs.)






(i) Number of equity shares


Nominal amount per equity share






Total amount of equity shares (in Rs.)






(ii) Number of preference shares


Nominal amount per Preference share






Total amount of preference shares (in Rs.)




(b)

Paid up capital of the company (in Rs.)






(i) Number of equity shares


Nominal amount per equity share






Total amount of equity shares (in Rs.)






(ii) Number of preference shares


Nominal amount per preference share






Total amount of preference shares (in Rs.)




20. (a) *Debt to capital and free reserves ratio allowed to company
(b) *Pre buy-back debt to capital and free reserve ratio
(c) *Expected post buy-back debt to capital and free reserve ratio
(d) Details of Government notification for the ratio higher than 2:1, if any



Attachments List of Attachments
1. *Details of the promoters of the company
2. *Declaration by auditor(s)
3. *Copy of the board resolution
4. *Copy of the notice issued under section 68(3) along with the explanatory Statement thereto,
5. *Audited financial statements of last three years
6. Buy back details of last three years
7. Management discussion and analysis (in case of listed company);
8. List of holding and subsidiary companies of the company;
9. Unaudited financial statement (if applicable);
10. Statutory approvals received (if any);
11. Details of the auditor, legal advisers, bankers and trustees (if any);
12. Optional attachments (if any)
Declaration
It is hereby declared that all the attachments and the information given in this form are true and correct to the best of my 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 there no, 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 a made a full enquiry into the affairs and prospects of the company and that they have formed the opinion:
i. 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 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
ii. in forming their opinion for the above purpose, 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)
*To be digitally signed by
Designation
*DIN

Designation Director
*DIN


Note: Attention is drawn to provisions of Section 448 and 449 of the Companies Act, 2013 which provide for punishment for false statement/ certificate and punishment for false evidence respectively.

.

For office use only:
eForm Service request number (SRN)
eForm filing date
(DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorising officer
Date of signing
(DD/MM/YYYY)


Form No. SH.9
[Pursuant to section 68 (6) of the Companies Act, 2013 and Rule 17 (3) of the Companies (Share Capital & Debentures) Rules, 2014]

1.JPG

Declaration of Solvency
Form language English 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
3. (a) *Whether the company is listed Yes No
(b) Name of the stock exchange(s)


(c) Date of listing(s)
(d) Name of the merchant banker appointed



4. (a) *Date of Board of Directors' resolution authorising the buy-back of securities
(b) (i) *Date of Special resolution of members authorising the buy-back of securities
    (ii) Service request number of Form no. MGT.14
    (iii) Date of filing form no. MGT.14


Attachments
(1) *Copy of board resolution
(2) *Statement of assets and liabilities
(3) *Auditor's report
(4) *Affidavit as per rule 17(3)
(5) Copy of Special Resolution
(6) Optional Attachments, if any


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 have approved the buy-back of    *(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)
*DIN
*Designation
Director
*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



For office use only:
e-Form Service request number (SRN) eForm filing date (DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorising officer
Date of signing (DD/MM/YYYY)



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. Date of passing of special resolution at the meeting of the members authorising buy-back of securities :
2. Date of approval by the Board:
3. Number, price and amount of shares or other specified securities authorised to be bought back :
4. Date of opening and closing of buy-back offer :
5. Date by which buy-back was completed :
6. Description of shares or other specified securities bought back by the company:

S.No.

Folio number / DP Id / client ID number or certificate number of securities bought-back

Name of last holder of securities

*Category to which they belong

Date of buy-back

(1)

(2)

(3)

(4)

(5)







Number of securities bought-back

**Mode of buy-back

Nominal Value of securities

Price at which securities are bought back

Date of payment

(6)

(7)

(8)

(9)

(10)







Amount paid for bought back securities

Cumulative total of securities bought-back

Date of / cancellation / extinguishment and physical destruction of securities bought-back

Reference to entry in Register of members

Remarks

(11)

(12)

(13)

(14)

(15)







*Indicate the category of securities that have been bought back
Preference shares
Equity shares
Employees' Stock Option Shares
Employees' Stock Option Shares
**Indicate Whether the securities have been bought back from
the existing security-holders on a proportionate basis
the open market
odd-lots of listed securities
Employees' Stock Option
Sweat equity
any other mode, if so indicate the mode

2. Other relevant details, if any.

Place: Signature of the authorised signatory

Date: Name of the above person:
Designation:



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]

1.JPG

Return in respect of buy-back of securities
    
Form language English 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
3. *Income-tax permanent account number (Income-tax PAN)
4. *Whether the company is listed Yes No
If listed, name(s) of stock exchange(s) where listed



Date(s) of listing


5. Name of the merchant banker appointed by company


6. *Details of paid-up capital as on
(DD/MM/YYYY) [As per latest 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




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
(DD/MM/YYYY)
(b) Date of special resolution of members authorising buy back of securities
(DD/MM/YYYY)
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
(DD/MM/YYYY)
(b) *Date of completion of buy back
(DD/MM/YYYY)
11. (a) Date on which last buy back was authorised
(DD/MM/YYYY)
(b) Date of last buy back



12. (a) Date on which last buy back was completed
(DD/MM/YYYY)
13. (a) Date to capital and free reserve ratio allowed for company
(b) *Pre buy-back clebt to capital & free reserves ratio
(c) *Post buy-back clebt to capital & free reserves ratio
(d) Details of Government approval for the ratio at serial number "13" above higher than 2:1



14. *Whether there is any subsisting default in the following
(a) Repayment of deposit Yes No
(b) Repayment of interest payable on deposits above Yes No
(c) Repayment of debentures Yes No
(d) Repayment of Preference shares Yes No
(e) Payment of dividend to shareholders Yes No
(f) Repayment of term loans to any financial institution or bank Yes No
(g) Repayment of interest on the term loans mentioned above Yes No
15. *Whether there is any default complying with the provisions of following sections.
(a) Section 92 (relating to annual return) Yes No
(b) Section 123 (relating to payment of dividend) Yes No
(c) Section 128 (relating to balance sheet or profit and loss account) 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:


S.No.

Category of security

Securities held before buy back as on (DD/MM/YYYY)

Securities held after buy back as on (DD/MM/YYYY)

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.

Others



12.

Total



*Total number of shareholders

18. (a) Service request number (SRN) of Form MGT.14
(b) SRN of Form SH.9 in respect of declaration of solvency
Declaration
I have been authorized by the board of director's resolution number dated to sign and submit this form. All the attachments and the information given in this form are true and correct to the best of my knowledge. Further, on behalf of board of directors, 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;
(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 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
(iii) in forming their opinion for the above purpose, 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.


*To be digitally signed by
*Designation
*Director's Identification number of the director; or
DIN of PAN of the Manager or CEO or CFO; or
Membership number of the Company secretary


Attachments :
(1) *Description of shares or other specified securities bought back
(2) *Particulars relating to holders of securities before buy-back
(3) Copy of the special resolution passed at the general meeting
(4) *Copy of the board resolution
(5) *Balance sheet of the company
(6) *Certificate of compliance of buy-back rules according to rule 17(14)
(7) *Optional attachments, if any

Note: Attention is drawn to provisions of Sections 448 and 449 which provide for punishment for false statement / certificate and punishment for false evidence respectively.


For office use only:
e-Form Service request number (SRN) eForm filing date (DD/MM/YYYY)
This e-Form is hereby registered
Digital signature of the authorising officer
Date of signing (DD/MM/YYYY)








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, iterest / 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 debentures to the Debenture holders as and when it becomes due, as per the terms of offer;
(d) The terms of conversion / redemption of the debentures in terms of the issue to the debenture holders, options available, and debt equity ratio and debt service coverage ratio, if applicable.
2. DETAILS OF CHARGE CREATED (in case of secured debentures):
(a) Nature of charge created and examination of title;
(b) Rank of charge created viz. first, second, pari passu, residual, etc;
(c) Minimum security cover required;
(d) Complete details of the asset(s) on which charge is created such as description, nature, title, location value, basis of valuation etc.;
(e) Methods and mode of preservation of assets charged as security for the debentures;
(f) Other particulars of the charge, e.g., time perid of chage, rate of interest, name of the charge holder;
(g) 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) Time limit within which the future security for the issue of debentures shall be created
(k) Circumstances specifying when the security may be disposed of or leased out with th epproval of trustees
(l) Enforceability of securities, events under which security becomes enforceable
(m) 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) Provision that the debenture trustee shall not relinquish his office until another debenture trustee has been appointed;
(d) Procedure to remove debenture trustee by debenture holders providing for removal on a resolution passed the holders of not less than three fourth in value of debentures;
(e) Fees or commission or other legal travelling and other expenses payable to the trustee(s) for their services;
(f) 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;
(g) 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) When the company without the consent of debenture holders ceases to carry on its business or gives notice of its intention to do so;
(iii) 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;
(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 creats or attempts to create anu charge on the mortgaged premises or any part thereof without the prior approval of the trustee/debenture holders;
(vi) When in the opinion of the trustees the security of debenture holders is in jeopardy.
(b) Steps which shall be taken by the debenture trustee in the event of defaults;
(c) Circumstances specifying when the security may be disposed off or leased out with the approval of trustees.
(d) A covenant that the company may hold and enjoy all the mortgaged premises and carry on therein and therewith the business until the security constituted becomes enforceable
5. OBLIGATIONS OF COMPANY:
This section shall state the company's duty with respect to-
(a) maintaining a Register of debenture holders including address of the debenture holders, record of subsequent transfers and changes of ownership;
(b) keeping proper books of accounts open for inspection by debenture trustees;
(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 obligation, including copies or reports, balance sheets, profit and loss account etc.;
(e) keeping charged property/security adequately insured and in proper condition;
(f) paying all taxes, cesses, insurance premium with respect to charged property/security, on time;
(g) 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;
(h) creating the debenture redemption reserve;
(i) converting the debentures into equity in accordance with the terms of the issue,if applicable;
(j) informing the debenture trustee about any change in nature and conduct of business by the company before such change;
(k) informing the debenture trustee of any significant changes in the composition its Board of Directors;
(l) Informing the debenture trustee of any amalgamation, merger or reconstruction scheme proposed by the company;
(m) ieeping the debenture trustee informed of all order, directions, notices of court/tribunal affecting or likely to effect the charged assets;
(n) not creating charge or encumbrance over the trust property without the approval of the trustee;
(o) obligation of the company to forward periodical reports to debenture trustees containing the following particulars:
(i) updated list of the names and address of the debenture holders;
(ii) details of interest due but unpaid and reasons thereof;
(iii) 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
(p) complying with all directions/guidlines issued by a Regulatory authority, with regard to the debenture issue
(q) submitting such information, as required by the debenture trustee
6. MISCELLANEOUS:
(a) The conditions under which the provisions of the trust deed or the terms and conditions of the debentures may be modified;
(b) The mode of service of notices and other documents on the company, the trustee and the holders of the debentures;
(c) The company to be responsible for paying any stamp duty on the trust deed or the debentures (if applicable);
(d) Provisions regarding meeting of the debenture holders;
(e) Provisions for redressal of grievances of debenture holders.



.
[Form No. SH-13]
Nomination Form
[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014]
To
Name of the company :
Address of the company :
I/we............the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominee the following persons in whom shall vest, all the rights in respect of such securities in the event of my/our death.
(1) PARTICULARS OF THE SECURITIES (in respect of which nomination 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 :

(4) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY

(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 :
Name :
Address :
Name of the Security Holder(s) Signature Witness with name and address


[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 favour 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) PARTICULARS OF THE SECURITIES (in respect of which nomination is being cancelled/varied)

Nature of securities

Folio No.

No. of securities

Certificate No.

Distinctive No.

(2) (a) PARTICULARS OF THE NEW NOMINEE :
(i) Name :
(ii) Date of Birth :
(iii) Father's/Mother's/Spouse's name :
(iv) Nationality :
(v) Address :
(vi) E-mail id :
(vii) Relationship with the Security holder :

(b) IN CASE NEW NOMINEE IS A MINOR -

(i) Date of Birth :
(ii) Date of attaining majority -
(iii) Name of guardian :
(iv) Address of guardian :

(3) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY

(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:(i) Relationship with the minor nominee :


Signature


Name of the Security
Holder(s)
Witness with name and address

Form No. SH-15
Certificate of compliance in respect of buy-back of securities
[Pursuant sub-rule (14) of rule 17 of the Companies (Share Capital and Debentures) Rules 2014]

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 :
We,........................................directors of the above company certify that the provisions of Companies Act, 2013 and rules made thereunder relating to buy-back of securities have been complied with in respect of the securities bought back vide Board Resolution dated.............and / or special resolution passed by the members in the general meeting held on...........and the details relating to which has been filed in Form No. SH-11 with the Registrar of Companies.


Date :

Signature :

Place :

(1) Managing Director / Director


(2) Director

Verified by...............................................................................................................................


Company Secretary in Practice


CP No.

Bare Acts Live

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