Category Archives: Chapter IV – CA2013

SHARE CAPITAL AND DEBENTURES

ISSUE OF SWEAT EQUITY SHARES


In my earlier post here, I have discussed conditions given in Section 54 of the Companies Act, 2013 for issue of sweet equity shares.

Rule 8 of the Companies (Share Capital and Debentures) Rules 2014 laid down procedure for issue of sweet equity shares.

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SHARE CERTIFICATES AND RELATED BOOKS


We have discussed Section 46 of the Companies Act, 2013 which deals with Share Certificates earlier here.

Rule 7 of the Companies (Share Capital and Debentures) Rules 2014 makes detailed provision for this purpose.

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ISSUE OF RENEWED OR DUPLICATE SHARE CERTIFICATE


In last post, we discussed certificate of share and procedure for issuing fresh share certificates. Sometime, a company need to renew a certificate or issue a duplicate one.

According to Section 46 discussed earlier here, a duplicate certificate of shares may be issued, if such certificate —

(a) is proved to have been lost or destroyed; or

(b) has been defaced, mutilated or torn and is surrendered to the company.

If a company with intent to defraud issues a duplicate certificate of shares, the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher and every officer of the company who is in default shall be liable for action under Section 447.

Rule 6 of the Companies (Share Capital and Debentures) Rules 2014 discusses issue of renewed or duplicate certificate.

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CERTIFICATE OF SHARES


A certificate, issued under the common seal of the company, specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shares. We have discussed Section 46 of the Companies Act, 2013 dealing with share certificates earlier here.

Issue of Share Certificates:

Where a company issues any share capital, no certificate of any share or shares held in the company shall be issued, except –

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EQUITY SHARES WITH DIFFERENTIAL RIGHTS


According to Section 43 of the Companies Act, 2013 as we have already discussed in detail here, Equity share capital may be Equity Share Capital with voting right or Equity Share Capital with differential right as to dividend, voting or otherwise.

Rule 4 of the Companies (Share Capital and Debentures) Rules 2014 deals with equity shares with differential rights.

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DEBENTURE (Companies Act 2013)


A bond from the Dutch East India Company, dati...

A bond from the Dutch East India Company, dating from 7 November 1623, for the amount of 2,400 florins. (Photo credit: Wikipedia)

Debenture is most important instrument to raise capital for a company. A company use debenture to raise debt capital. Popularly, debenture issued by public sector companies with government approval is called bonds.

Section 2 (30) of the Companies Act, 2013 define inclusively debenture as “debenture” includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not.

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REDUCTION OF SHARE CAPITAL


Reduction of capital is a sensitive issue; managerially, financially, economically, and legally. Hence, reduction of capital by a company is always subject to confirmation by the Tribunal on an application made by the company. Company applying for reduction may either be a company limited by share or a company limited by guarantee but having a share capital. Reduction of capital must be approved by special resolution passed by the company. a company may reduce share capital in following manner –

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ALTERATION OF SHARE CAPITAL


Every business run on finance and share capital is base finance, hence life blood of a company.

PUBLICATION OF CAPITAL (SECTION 60):

Where any communication or publication of a company contains a statement of the amount of the authorise capital of the company, it shall also contain a statement in an equally prominent position and in equally conspicuous characters of the amount of the capital which has been subscribed and the amount paid – up.

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TRANSFER AND TRANSMISSION OF SECURITIES


Free transferability of share is one essential condition for Company form of business, subject to some restrictions under private companies. New Act, deals with substantially.

TRANSFER AND TRANSMISSION OF SECURITIES (SECTION 56):

A company shall register a transfer of securities or interest of members only when such a proper instrument of transfer; duly stamped, dated and executed by or on behalf of the transferor and transferee and specifying the name, address and occupation has been delivered to the company by either party within a period of sixty days from date of execution, along with the certificate of security or the letter of allotment of securities.

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SHARE CAPITAL (Companies Act, 2013)


We have discussed earlier post The Company under the Companies Bill 2012 which is still relevant when the bill become Act; all companies do not have share capital. Only companies limited by shares have share capital.

KIND OF SHARE CAPITAL (SECTION 43):

The share capital of companies limited by share shall be of two kinds, namely;

(a)  equity share capital;

(b) Preference share capital.

Here, use of two terms “Shall be” and “and” denote this is a requirement to have both kind of share capital but, according to further reading, company may have zero equity or preference share capital.

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PUBLIC OFFER AND PRIVATE PLACEMENT


Any business cannot run without funds. In case of an incorporated company, initial capital always come from subscribers to the memorandum. As we have discussed in earlier post Commencement of Business, company should commence its business within 180 days by filing some documents with Registrar of Companies. This is legal requirement of Section 11, all subscribers should paid the value of shares agreed to be taken by him and company should receive that money before filing document for filing for commencement of business. But this initial capital may not be sufficient for running a business. [UPDATE: This  portion stand deleted due to the Companies (Amendment) Act, 2015.] Public funding is a fundamental proposition for legal structure called company.

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