DEBENTURES


A Company may raise a debt capital, which is not a nature of Deposits, by issue of debentures under Section 71 of the Companies Act 2013 as we discussed earlier here.

Debenture under the Companies Act 2013 is wide and inclusive terms and considered to Promissory Notes also. This is play of mind, imagination and requirement to design a debenture within boundaries of law.

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COMMITMENTS ON MOVE


Professional life is tightrope balance of professional commitments, personal relations and oneself. This is tougher for professional executives. They have near impossible commitments, near broken relations and almost lost themselves. This is all about developed professional skills, time management, stress management and skilled use of latest technology. Technological development is most enabling factors in a professional life.

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NOMINATION BY SECURITIES HOLDERS


We have discussed Section 72 of the Companies Act, 2013 dealing with power to nominate by a security holder earlier here.

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

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MULTIPLE DIRECTOR IDENTIFICATION NUMBERS


Recently, Subramanian Swamy had filed complaint against Priyanka Vadra for possessing multiple DINs. Subramanian Swamy had also complained against Karti Chidambaram. This put social media on storm during elections but storm is not over with elections. Daily, social media teams of all parties unearth some new names with multiple DINs.

After new government sworn in centre, name of many ministers is open over twitter. This was discussed over social media that Nitin Gadkari has six DINs as well. Piyush Goyal who himself is a Chartered Accountant, has two DINs.

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MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES


According to Section 67 of the Companies Act, 2013, No public company shall give any financial assistance for the purpose of or in connection with a purchase or subscription made. This restriction on financial assistance shall not apply to the purchase of or subscription for the shares held by trustees for the benefit of the employees or such shares held by the employees of the company. The Provision has been discussed earlier here. The Rule 16 of the Companies (Share Capital and Debentures) Rules 2014 makes detailed provision for this purpose.

Conditions:

The company shall not make a provision of money for the purchase of, or subscription for, shares in the company or its holding company, for 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:-

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NOTICE TO REGISTRAR FOR ALTERATION OF SHARE CAPITAL


According to Section 64 of the Companies Act, 2013 as discussed earlier here, Where—

(a)  a company alters its share capital in any manner specified in sub-section (1) of section 61;

(b) an order made by the Government under sub-section (4) read with sub-section (6) of section 62 has the effect of increasing authorised capital of a company; or

(c)  a company redeems any redeemable preference shares,

the company shall file a notice the prescribed form with the Registrar within a period of thirty days of such alteration or increase or redemption, as the case may be, along with an altered memorandum.

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ISSUE OF SHARES ON PREFERENTIAL BASIS


Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares may be offered to any persons, if it is authorised by a special resolution, either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed [Section 62(c) of the Companies Act, 2013]. These persons may include equity shareholders of the company referred to in clause (a) or employees of the company referred to clause (b). Section 62 of the Companies Act 2013 was discussed earlier here,

Rules 13 of the Companies (Share Capital and Debentures) Rules 2014 give us detailed procedure. Before discussing provisions in details, we may understand expression “Preferential Offer”.

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ISSUE OF EMPLOYEE STOCK OPTIONS


According to Section 62 of the Companies Act 2013 as discussed earlier here, where a company having share capital propose to increase its subscribed share capital by issue of further shares, such shares maybe offer to employees under a scheme of employees’ stock options to special resolution passed by company and subject to such conditions as may be prescribed.

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 Rule 12 of the Companies (Share Capital and Debentures) Rules 2014.

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INSTRUMENT OF TRANSFER


A company shall register a transfer of securities or interest of members only when a proper instrument of transfer is delivered as per Section 56 of the Companies Act, 2013 as we have already discussed earlier here.

Rule 11 of the Companies (Share Capital and Debentures) Rules 2014 describe detail procedure.

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ISSUE AND REDEMPTION OF PREFERENCE SHARES


Section 55 deals with issue and redemption of preference shares and we have already discussed it earlier here.

Rules 9 of the Companies (Share Capital and Debentures) Rules 2014 explain procedure for issue and redemption of preference shares supplemented by Rule 10 thereof.

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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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DECLARATION AND PAYMENT OF DIVIDEND


In an earlier post here, we have discussed provisions related to dividend under the Companies Act, 2013. Now we have the Companies (Declaration and Payment of Dividend) Rules 2014 as notified on 31st March 2014 for discussion.

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ISSUING GLOBAL DEPOSITORY RECEIPTS


Section 41 of the Companies Act, 2013 is simply interesting provision which leave everything for legislative capacity of executives. We have discussed this provision earlier here.

Under wide powers, the Ministry framed the Companies (issue of Global Depository) Rules 2014.

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DEMATERIALISATION, REFUND AND COMMISSION


In this post, we will discuss dematerialisation of shares, Refund of application money and payment of commission on issue of share capital.

DEMATERIALISATION OF SECURITIES

Section 29 of the Companies Act 2013, say every company making public offer; and such other class or classes of companies as may be prescribed shall issue the securities only in the dematerialised form. This section was discussed in detail earlier on this blog here.

Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes that the promoters of every public company making a public offer of any convertible securities may hold such securities only in dematerialized form. The entire holding of convertible securities of the company by the promoters held in physical form up to the date of the initial public offer shall be converted into dematerialized form before such offer is made and thereafter such promoter shareholdings shall be held in dematerialized form only.
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PRIVATE PLACEMENT


Section 42 of the Companies Act, 2013 allows any company, whether private or public, to make private placement of securities through issue of a “Private Placement Offer Letter” (PPOL). We have discussed provision of the Section earlier here.

In addition of Section 42, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes all fine prints of the private placement.

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RETURN OF ALLOTMENT


As we discussed earlier here, sub – section (4) of Section 39 of the Companies Act 2013 says, “Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed”. Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes this manner.

Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS – 3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.

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