Debentures Archives - Tax Heal

Deposits and Debentures for Companies – Webinar

CA Satbir Singh — Tue, 02 May 2017 13:58:23 +0000

Deposits and Debentures for Companies as per Companies Act 2013

Companies (Share Capital and Debentures) Second Amendment Rules 2016

CA Satbir Singh — Thu, 21 Jul 2016 12:22:10 +0000

Government of India

MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION [F.NO.01/04/2013 CL-V (PART-II)], DATED 29-3-2016

G.S.R 358(E)-In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capital and Debentures) Rules, 2014, namely: —

1. (1) These rules may be called the Companies (Share Capital and Debentures) Second Amendment Rules, 2016.

(2) They shall come into force on the date of their publication in the official Gazette.

2. In the Companies (Share Capital and Debentures) Rules,2014, in rule 17, after sub-rule (5), the following proviso shall be inserted, namely:—

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

Companies (Share Capital and Debentures) Amendment Rules 2016

CA Satbir Singh — Thu, 21 Jul 2016 12:20:02 +0000

COMPANIES (SHARE CAPITAL AND DEBENTURES) AMENDMENT RULES, 2016 – AMENDMENT IN RULE 17

NOTIFICATION NO. GSR 290(E)[F.NO.01/04/2013-CL-V (PART-II)], DATED 10-3-2016

In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capitaland Debentures) Rules, 2014, namely:—

1. (1) These rules may be called the Companies (Share Capital and Debentures) Amendment Rules, 2016.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Share Capital and Debentures) Rules, 2014, in rule 17, in sub-rule (1), in clause (n), after sub-clause (iii), the following proviso shall be inserted, namely:—

“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.”.

Companies (Share Capital and Debentures) Second Amendment Rules 2015

CA Satbir Singh — Thu, 21 Jul 2016 12:18:06 +0000

Government of India

Ministry of Corporate Affairs

Notification

New Delhi

Dated the 29^th May, 2015

COMPANIES (SHARE CAPITAL AND DEBENTURES) SECOND AMENDMENT RULES, 2015 – AMENDMENT IN RULE 5

NOTIFICATION[F.NO.1/4/2013 CL-V]

G.S.R. 439(E). In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capital and Debentures) Rules, 2014, namely:—

1. (1) These rules may be called the Companies (Share Capital and Debentures) Second Amendment Rules, 2015.

(2) They shall come into force from the date of their publication in the Official Gazette.

2. In the Companies (Share Capital and Debentures) Rules, 2014, in rule 5, in sub-rule (3),—

(i)		for the words “issued under the seal of the company”, the words “issued under the seal, if any, of the company” shall be substituted;
(ii)		for clause (b), the following clause (b) shall be substituted, namely:—
		“(b) the secretary or any person authorised by the Board for the purpose:
		Provided that in case a company does not have a common seal, the share certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary:
		Provided further that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole-time director:
		Provided also that, in case of a One Person Company, every share certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of and signed by one director or a person authorised by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorised by the Board for the purpose, and in case the One Person Companydoes not have a common seal, the share certificate shall be signed by the persons in the presence of whom the seal is required to be affixed in this proviso.”.

Companies (Share Capital and Debentures) Amendment Rules 2015

CA Satbir Singh — Thu, 21 Jul 2016 12:14:26 +0000

Government of India

Ministry of Corporate Affairs

Notification

Dated 18^th March, 2015

G.S.R 210 (E).- In exercise of the powers conferred under sub-clause (ii) ofclause (a) of section 43, sub-clause (d) of sub-section (1) of section 54, sub-section (2) of section 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-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capital and Debentures) Rules, 2014, namely:—

1. (1) These rules may be called the Companies (Share Capital and Debentures) Amendment Rules, 2015.

(2) They shall come into force from the date of their publication in the Official Gazette.

2. In the Companies (Share Capital and Debenture) Rules, 2014,—

(1) for rule 3, the following rule shall be substituted, namely:—

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;

(2) in rule 5, in sub-rule (3), in clause (b),

(a)		the first proviso shall be omitted;
(b)		in the second proviso for the words “provided further that”, the words “provided that” shall be substituted;

(3) in rule 6, in sub-rule (2), in clause (c), for the words “within fifteen days”, the words “within forty-five days” shall be substituted;

(4) in rule 12, in sub-rule (1), in the Explanation, in clause (c), the words “or of an associate company” shall be omitted;

(5) in rule 13, in sub-rule (1),—

(a)		in the proviso, for the words “provided that” the words “provided further that” shall be substituted and before the proviso as so amended, the following proviso shall be inserted, namely:—
		“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 (3) of rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 shall not apply.”

(6) in rule 18,—

(a)

in sub-rule (1)—

(A)

in clause (d), for sub-clauses (i) and (ii), the following sub-clauses shall be substituted , namely:—

“(i)		any specific movable property of the company ; or
(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”

(B)		in clause (d), after sub-clause (ii), following proviso shall be inserted, namely:—
		“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;

(b)		in sub-rule (5), for the words “within sixty days of allotment of debentures”, the words “within three months of closure of the issue or offer” shall be substituted;
(c)		after sub-rule (8), following sub-rules shall be inserted, namely:—
		“(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.”

(7) in rule 19, in sub-rule (11), for the word, letters and figures “Form No. SH-14”, the word, letters and figures “Form SH-13” shall be substituted.

(8) in the Annexure, for “Form SH-13” and “Form SH-14”, the following Forms shall respectively, be substituted, namely:—

Form No. SH-13

Nomination Form

[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital andDebentures) Rules 2014]

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]