Tag Archives: Companies Act 2013

REGISTER OF DEBENTURE HOLDERS OR ANY OTHER SECURITY HOLDERS

Posted on June 13, 2014 | 2 comments

Every company shall keep a register of register of debenture – holders and Register of any other security holders in accordance with Section 88(1) of the Companies Act, 2013. Rule 4 of the Companies (Management and Administration) Rules 2014 discuss the particulars in the register of debenture – holders and register of any other security holders. Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in Form MGT – 2.

Continue reading →

2 Comments

Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , , ,

REGISTER OF MEMBERS

Posted on June 12, 2014 | 5 comments

Every company shall keep a register of members in accordance with Section 88(1) of the Companies Act, 2013. Rule 3 of the Companies (Management and Administration) Rules 2014 discuss the particulars in the register of members.

Every company Limited by shares shall from the date of its registration maintain a register of its member in Form MGT – 1. [Rule 3(1)]

Continue reading →

5 Comments

Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

RETURN IN RESPECT OF BUYBACK OF SECURITIES

Posted on June 11, 2014 | 2 comments

The company is required to file a return of buyback as discussed earlier here. The Return shall be filed in Form SH – 11.

Continue reading →

2 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

REGISTER OF BOUGHT-BACK SECURITIES

Posted on June 10, 2014 | 1 comment

The Register of shares and other securities bought back shall in Format given in
Form SH – 10. We have discussed rules related to Register of bought back securities earlier here.

Continue reading →

1 Comment

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

DECLARATION OF SOLVENCY FOR BUYBACK

Posted on June 9, 2014 | 4 comments

Form SH – 9 is a declaration for solvency related to buyback of securities. We have discussed rules related to declaration of solvency earlier here. Here, we will discuss contents of the declaration.

Following information is required to be given in this form:

Continue reading →

4 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

FORMAT FOR LETTER OF OFFER FOR BUYBACK

Posted on June 7, 2014 | 1 comment

Letter of offer for buyback is a E – form to be filed with the Registrar of Companies as discussed by this blog earlier here. Form SH – 8 is format for Letter of offer.

The company need to fill in this form following important information:

Continue reading →

1 Comment

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

LETTER OF OFFER FOR BUY-BACK OF SHARES OR OTHER SECURITIES

Posted on June 6, 2014 | 5 comments

Buyback is an important provision related to Share Capital of a company. We discussed provisions related to buyback under the Companies Act 2013 earlier here. In last post, we have discussed approval of the company through Special Resolution for buyback.

Rule 17 of the Companies Act set out norms for buyback of securities by the private companies and unlisted public companies. Rule 17 shall read with Section 67 – 70 of the Companies Act 2013.

Continue reading →

5 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

RESOLUTION FOR BUY-BACK OF SHARES OR OTHER SECURITIES

Posted on June 5, 2014 | 3 comments

Buyback is an important provision related to Share Capital of a company. We discussed provisions related to buyback under the Companies Act 2013 earlier here.

Rule 17 of the Companies Act set out norms for buyback of securities by the private companies and unlisted public companies. Rule 17 shall read with Section 67 – 70 of the Companies Act 2013.

Continue reading →

3 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

DEBENTURE TRUST DEED

Posted on June 4, 2014 | 2 comments

 

In last post we discussed Debenture Trust. Now we will discuss format for debenture trust deed as given in Form SH -12.

The debenture trust deed shall, inter alia, contain the following:-

Continue reading →

2 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , , , ,

DEBENTURE TRUST AND TRUSTEES

Posted on June 3, 2014 | 4 comments

In last post here, we discussed some provisions relating to Debentures. Now, we will study other provisions related to Debenture Trust under the Companies (Share Capital and Debentures) Rules 2014.

Debenture Trustee:

The company shall appoint debenture trustees, after complying with the following conditions, namely:-

Continue reading →

4 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , , ,

DEBENTURES

Posted on June 2, 2014 | 5 comments

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.

Continue reading →

5 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , , ,

NOMINATION BY SECURITIES HOLDERS

Posted on May 31, 2014 | 2 comments

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.

Continue reading →

2 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES

Posted on May 30, 2014 | 2 comments

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:-

Continue reading →

2 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

NOTICE TO REGISTRAR FOR ALTERATION OF SHARE CAPITAL

Posted on May 29, 2014 | 6 comments

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.

Continue reading →

6 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

ISSUE OF SHARES ON PREFERENTIAL BASIS

Posted on May 28, 2014 | 6 comments

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”.

Continue reading →

6 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , , ,

ISSUE OF EMPLOYEE STOCK OPTIONS

Posted on May 27, 2014 | 7 comments

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.

Continue reading →

7 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , , ,

INSTRUMENT OF TRANSFER

Posted on May 26, 2014 | 5 comments

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.

Continue reading →

5 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , , , , ,

ISSUE AND REDEMPTION OF PREFERENCE SHARES

Posted on May 24, 2014 | 6 comments

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.

Continue reading →

6 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

ISSUE OF SWEAT EQUITY SHARES

Posted on May 23, 2014 | 4 comments

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.

Continue reading →

4 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,

SHARE CERTIFICATES AND RELATED BOOKS

Posted on May 22, 2014 | 2 comments

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.

Continue reading →

2 Comments

Posted in Chapter IV - CA2013, Companies Act 2013, Governance and Responsibility

Tagged , , , , ,