EE Share ital & Debentures Chapter 4: Share Capital & sByoyoutabr ce)Share Capital & Debentures [OEE] Company Can Raise Money through Various Sources Shares | Deposits Borrowing Equity Preference Debentures Bonds Normal Differential Rights Different types of percentage: A share which entitles the holder to a fixed For eg. 8% debenture; 12% 2 dividend, whose payment takes priority over that of _-Debenture; ete, The percentage acdc ap cecene Gividene ordinary share dividends. refers to the rate of interest payable the same class 2. Different Voting rights paren : normally. 3. Different face value : 4. Different advantages or disadvantages... eteParry 65 & 72 is being deleted by ICAI from new syllabu: rer en Ceynney Share certificate as prima facie evidence of ttle Meaning : A certificate, issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary, specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shates. (1) Tfany share certificate be mom out, defaced, mutilated ar fra or if there be no [i pane br cnt feet pen pad iar However, in case it is lost of destroyed, a proof thereof to the sutistuetion of the eo. shall be required Every certificate shal be issued on payment of Rs.20 for each certificate but Rs 50 if is lost or destroyed. (a Share certificate as prima facie evidence of title Record of the depository isthe prin facie idence of the terest of the XQ benefice shares ein deposit orm, Where shares eld in depository form, the record ofthe depository is the prima facie evidence ofthe interest of the beneficial owner. Share certificates are to be issued by a company within ¢wo months after Punishment for issuing duplicate share certificates with iment to defraud Penalty when a company, with intent to defraud, issues a duplicate share certificate For company ~ 5X Face value © Fine = (10 X Face value OR Rs, 10 crores) whichever is higher For every officer in default ~ Liable for action u/s 447 Ser eg ed ree ete creeShare Capital & Debentures Salject othe provision of eson 43, subsection @) of seton 50 and sub section (of section 1 Brey menber sal have sgh to vote on every tetbtion placed before the company in proportion sohis shar inthe pald wp equity share eal of the compan. Hib voting sgh ana pol cal bein proportion to his share in dhe pidsup cq share cpl of the compan Exemption to Nidhi company- clause (b) of Sub-section (I) of Section 47 shall apply, subject to the modification thar no member shall exercise voting rights on poll in excess of five per cent, of total voting tights of equity shareholders. (Notification dated 5th June, 2015). Preference Shareholders have a right to vote only on @, resolutions direct affect the rights attached to his preference shares, (i). resolution for the winding up of the company, or (i) repayment for the reduction or repayment of its equity or preference share capital. However, if the dividend in respect of « class of preference shares has not been pail for a period of 2years or more, such class of preference sharcholders shall have a right to vore on al the resolutions placed before the company. Proportion of the voting rights of equity shareholders to the voting sights of the preference shareholders shall be in the same proportion as the paid-up capital in respect of the equity shares beats to the paid-up capital in respect of the preference shares. EE eee eer ee need 1) No.company limited by shares shall issue equity shares with differential rights as to dividend, voting oF otherwise, unless it complies with the following conditions, namely:- 1) the artieles of association of the company authorizes the issue of shares with differential hts; ) the issue of shares is authorized by an ordinary resolution passed at a general mecting of the sharcholders: Provided that where the equity shares of a company ate listed on a recognized stock exchange, the issue of such shares shall be approved by the shareholders through postal ballot ; ©) the voting power in respect of shares with differential sights 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]; the company Joka ble p Crowne crs© the company has not defaulted in filing financial statements and annual senurns For thece Financial years immediately preceding the financial year in which itis decided to issue such sates; 1) the company has no subsisting defaultin the payment ofa declared dividend tots shareholders or epayment of its matured deposits or redemption of its preference shares or debentures that have become duc for redemption oF payment of interest an such deposits or debentures or payment of dividend; @ the company has not defaulted in payment of the dividend on preference shares oF repayment of any term loan from a public financial institution or State level financial institution or schedluled Bank that has become repayable or interest payable thereon or dues with respect eo statutory payments relating to its employees to any authority or defaulein 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.” 1) the company has not been penalized by Court or Teibunal dusing the ast three years of any offence under the Reserve Bank of India Act, 1934 , the Secuities and Exchange Boaal of Inca 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 sttement to be annexed to the notice ofthe general mecting in pursuance of| scetion 102 of of a postal ballot in pussuance of section 110 shall contain the following particulars, namely 8) the total number of shares to be issued with differential sightss ) the details ofthe differentia rights + 6) the percentage of the shases 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; dd) the reasons or justification forthe issues 6) the price at which such shares are proposed to be issued either at par or at premium; the basis on which the price has been arrived at; 2) (i) in case of private placement or preferential issue- @ eo off nube of shares propo tobe alloted io promoter, detrs and ‘managerial personnel, () details of total number of shares proposed to be allotted to persons other than promoters, directors and key managerial personnel and theit relationship if any with any promoter, director or key managerial personnel; Gil) in case of public issue - reservation, if any, for different classes of applicants including promoters, directors or key managerial personnel; by) 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 capitals {the scale or proportion in which the voting rights of such class or type of shares shall vary; {) the change in contro, if any, in the company that may occur consequent to the issue of ‘equity shares with differential voting rights;Share Capital & Debentures ROEM Th) the dilured Faring Per Share pursuant to the Issue of such shares, calculated in accordance With the applicable accounting standards; 1) the pre and post issue shareholding pattern along with voting rights as per clause 35 of the listing agreement issued by Security Exchange Boaed of India from time to time. 3 ‘The company shall not convert its existing equity shaze capital with voting rights into equity share capital carrying differential voting rights and vice—versa, 4) The Board of Directors shal, inte 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 rightss bb) the details of the differential sights relating to voting rights and dividends; ©) 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 eacry 0 the total voting right of the aggregate equity share eapital, 4d) the price at which such shares have been issued; ©) the particulars of promoters, directors or key managerial personnel to whom such shares are issued; 8) the change in control, if anyy in the company consequent to the issue of equity shares with differential voting right 8) the diluted Earning Pet Share pursuant to the issue of each class of shares, calculated in. accordance with the applicable accounting standacds; bh) the pre and post issue sharcholding pattern along with v ing rights in the format specified under sub-nule (2) of rule 4 5) The holders of the equity shases with differential rights shall enjoy all other sights such as bonus shacesy rights shares ete, which the holders of equity shares are entitled t0, 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 seetion 88 shall contain all the relevane particulas of the shares so issued along with details of the shatcholders, Explanation For the pusposes of this rule itis hereby clarified that equity shares with differential rights issued by any company under the provisions of the Companies Act, 1956 (1 of 1956) and the rules macle thereunder, shall continue to be regulated under such provisions and rules, PREC eco ra Conditions for variation of Rights- Rights attached to any class may be varied if following conditions are satisfied (1) Share capital of the company consists of various classes of shares. (2) Consent in writing of the holders of not less than 75% of the issued shares (oF that class is obtained oR A special resolution, to that effect, is passed at a separate meeting of holders of issued shares of that lass, (3) Such variation should be authorised by AOA/MOA. Crore Senne cnt(@ When no such authossation is there in AOA/MOA, the vasiaton should rot be prohibited by the terms of isu of that class of shares (9) Vasiaion by one class of shareholders should not affect the rights of any other class of shareholders, (© Wiatfeets rights of such other class of shareholders, consent in writing of ot less than 75Y% of shareholders of such other clas shall also be obtained, Remedy to dissenting sharcholders When the variation is not consented by all the shareholders of such elass, the variation can be cancelled by the Tribunal. Following conditions should be satislied- (1) Number of dissenting shareholders, to the variation of in favour of the special resolution for the variation, should not be less than 10% ofthe issued shates of that class. (2) An appeal to the Teibunal is made by such all dissenting sharcholders, Of, on behalf of them, by such one or more oftheir number as they may appoint in wilting, (3) The appeal is made within 21 days after the date of consent or date of passing of Special resolution as the case may be, (4) When such application is made, the variation shall not have effect unless & until it is contitmed by the Tribunal Apply to tribunal ‘Order of Tribunal The decsion of the Tabunal on such application shall be binding on the sharcholders, Filing with the ROC: The order of the Tribunal shall be filed with the ROC within 30 days by the company Penalty for defauitz Penalty for non-compliance to the section e For Company- s.25,000 © Fine < Rs.5,00,000 For every officer in default Jail S 6 Months And/Or s.25,000 = Fine = Rs.5,0,000 call 75Share Capital & Debentures ROEM tiftit -10% If sharcholders voting against, resolution of not giving consent are 10% of more. win 2 dys | oS Apply to tribunal ‘Time: Sue moto fem Filing of order of tribunal with ROC. Section 49: Uniform calls for same class of shares 1, Acall shall be made uniformly on all the shares falling under the same class Shares of the same nominal value on which different amounts have been paid up shall not be deemed to fill under the same class. Pe Cues A company can accept cals in advance i, without making a call 8 Specific power is required in the artis B. Voting rights shall arise only when a call is made in respect of shares on which advance has been paid without a call under sub-section 1 Section 51: Payment of Dividend in proportion to amount paid up poreGenerally, dividend is paid as a proportion of nominal value of shares. However the articles of a company may provide that the dividend shall he paid in proportion to the amount paid up on each share See enna anc gree Pr () There is no law which requires a company to issue its shares above pat because they are saleable ata premium ia the market, It is a question for the dirctors to decide. - Hilder v. Dexter [1902] Q No provision in articles is required. Excess amount | @) Ageregate amount of the premium received shall be transferred to a above face vale “securities premium account? (A) The provisions of the act wart, transfer of premium co ‘Securities Premium Account’ shall apply irrespective of the face that the securities have been issued for eash oF for consideration other than cash, (8) If Secusities Premium Account is used for any puspose other than the purposes permitted under the Act, Securities Premium Account shall he treated as Share Capital of the company’ and the provisions of the act as are applicable to reduction of share capital shall apply ea ee -curties Premium Account’ can be utilized for the following purposes — (a) Issuing fully paid bonus shares wo members, (b) Writing off the preliminary expenses, (©) Writing off the expenses of, or commission paid, or ‘on issue of shares or debentures, Providing for the premium payable on the redemption of redeemable preference shares or debentures, (6) For buy back of shates u/s 68, : arate 9 Broa 5 iscount allowed @ ‘companies ‘The class of companies which are prescribed and whose financial statement comply with the accounting standards prescribed for such class of companies shall utilise the premium for the following purposes Buy Back () Issuing fully paid bonus shares wo members, (b) Waiting off the expenses of, or commission paid, ot discount allowed on issue of shares ot debentutes, (© For buy back of shares u/s 68. tion 53 Py 1. A company shall not issue shares (except Sweat Equity shares u/s 54) at a discount, 2_Any issue at a discount by a company shall be void. GA) Nonwithstanding anything contained in sul>sections (1) and (2), a company may issue shares ata discount to its creditors when its debt is converted into shares in pursuance of any statutory resolution plan or debt restructuring scheme in accordance with any guidelines or directions oF regulations specified by tae Reserve Bank of India under the Reserve Bank of India Act, 1934 oF the Banking (Regulation) Act, 1949. (Where any company fails eo comply with the provisions of this section, such company and every officer who isin default shall be liable to a penalty which may extend to an amount equal to the amount raised through the issue of shares ata discount or five lakh rupees, whichever is less, and the company shall also be liable to refund all monies received with interest at the sate of ewelve perShare Capital & Debentures ROEM ‘cent, per annum from the date of issue of such shares to the persons to whom such shares have been issued, ern Section2(37) "employees' stock optio 3s the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any which gives such directors, officers or employees, the benefit or right to purchase, or to subseribe for, the shares of the company ata future date ata pre-determined price Sweat equity shares Section 2(88) "sweat equity shares" means such equity shares as ate issued by a company t0 its directors or employees ata discount of for consideration, other than cash, for providing their know= how or making available rights in the nature of intellectual property rights or value additions, by whatever name called; Section 54 overrides section 53 i. it is an exception to Section 53, ‘Sweat Equity Shares must belong to a class of shaees already issued by the ‘company ie. a whole new class of shares in the name of Sweat Equity cannot be issued, Conditions to be falilled/ Authorization for Issue- (@) Issue of Sweat Equity must be authorised by SR. () SR must specify the following particulars: i. Number of Shares Employees Current market price Consideration, if any iv, ‘The class of directors or employecs (eg. whole time ditectors /permanent employees) to whom shares are to be issued, (© Issue isin compliance with SEBI Regulation for listed companies & Rule 8 of Companies Act, 2013 rules for unlisted companies, (1) All the sights, limitations, restrictions and provisions applicable to equity shares for the time being, shal. be applicable to Sweat Equity Shares. (2) Sweat Equity Shareholders shall rank pari-passu with other equity shareholders er ri ies (Share and Debentures) Rules “Employee” means-(a) a permanent employee of the company who has been working in India fr outside Indias oF (b) adizector of the company, whether a whole- time director oF not; oF (©) an employee or a director as defined in sub-clauses (a) oF (b) above of a subsidiary, in India or outside India, or of a holding company of the company; Whereas the expression ‘Value additions? means actual or anticipated economic benefits derived ‘or to be derived by the company from an expert of a professional for providing know-how or making available rights in the nature of intellectual property tights, 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. Issue of Ieedeemable Preference Shares is prohibited ie. only Redeemable Preference Shares can be issued by a company, Conditions for Tesue of Preference Shares = (0) Authorization in Anil is equited tun Preference Share. {2 The term of Preference Shares shall ot exceed 20 year © The texm may exceed 20 years bur n01 30 years if flowing conditions are | YEARS satisfied. Crowne crs@ Such Preference Shares are issved for Infrastructure Project as specified | Max life of under schedule VI preference (b) The company shall redeem, at the option of such preference shares shareholders, on an annual basis, minimum 10 % of such preference shares, from 21" year or earlier. Conditions for Redemption of Preference Shares (1) No authorization is required in AOA for redemption. @ Only Fully paid up Preference Shares can be redeemed. G) Redemption shall be out of Exceptional (Profits available for dividend, ot period allowed Gi) Proceeds of fresh issue of shares made for the purpose of such redemption, Along with a copy of altered memorandum a is ial st ies wi ing standa In case of such class of companies, as may’be prescribed and whose financial statement comply ‘with the accounting standaeds prescribed for such class of companies under section 133, the premium, if any, payable on redemption shall be provided for out of the profits of the company, Defoe the shares are redeemed: Provided also that premium, if any, payable on redemption of any preference shares issued on or before the commencement of this Act by any such company shall ‘be provided for out of the profits of the company or out of the company’s securities premium account, before such shares are redeemed. In a ease not meeting above eriteria, the premium, iFany, payable on redemption shall be provided for out of the profits of the company or out of the company’s securities premium account, before such shates are redeemed. Preference shares, which 2 company’is not in a position to redeem or pay dividend ‘on such shares in accordance with the terms of issue, ate called as Unredeemable | Replacing old Preference Shares. The company may redeem such UPSs by issuing further | ~ preference redeemable preference shares equal to the amount due, including the dividend | shares with thereon, On the issue of such further redeemable preference shares, the UPSs shall be deemed to have been redeemed. Cantons oedmin af UPS Tee (Q) The consent of holders of 75% in value of UPS is obtained. @) The approval of the Tribunal, on a petition made by it in this behalf, is | Shareholder obtained. shall agree @)) The Tabunal shall, while giving approval, onder the redemption forthwith | yf. SFr cas flysch pons ho ave orcas vote | @ SIZ) issue of further redeemable preference shares. X Section, ; Unredeeme fe Shares and it empti a] Unredeemed Preference Shares (UPSs) : > 4 @) The issue of further redeemable preference shares or the redemption of | SS ZY” preference shares shall not he dered w bean increase of, a the ease MY | pros of Jhe, a reduction, in the share capital of the company. ian Section 58(4) Usilization of Capital Redemption Reserve GRR shall be utilised only for the purpose of issuing fully paid bonus shares to the membersShare Capital & Debentures YEARS ‘Normally preference shares shall be redeemable oo Redemption of shares No OnlyFully Redemption out Creationof Redemption _Notice to ROC approvalis paidup of free reserves. © CRRupto Premium out of in 30 days in required in shares can or fresh issue of nominal value free reserve or__ form number ‘AOA beredeemed shares. of redemption. share premium —SH7 with MOA. ici (apy replacement redeem shares: Renata cr at erent Section 56(1):Conditions for registration of transfer > What can be transferred? (Securities of a company having share capital; and i) Interest of a member in the company having no share capital. ‘Transfer of | > Conditions as to registration of transfer by the company- shares or | A company shall not register any such transfer unless the following conditions isfied- (A proper instrument of transfer has been delivered to the company by the tminsferor or the transferee within 60 days from the date of 60 i) The instrument of transfer should be in presesibed form ie. Form No, sua. i) The instrument shall be (@) Daly stamped, (b) Dated and executed by of on behalf of teansferor of transferee (©) Specifying their names, address, and occupation, if any Instrument of transfer deliver to company. Crowne crs(iv) The instrument shall be accompanied by lever of allownent of securities or a ‘certificate relating to security (eg, share certificate in case of shares, debenture certificate in case of debentures) if any. > Lost Instrument of Transfer — [Ifthe instrument id lost or not delivered within time, the company may register the transfer on the terms as the BOD thinks fit, Non- production of insteument Transfer _| 0f transfer is excusable but not non-production of shate certificate/letter of instrument shall | allotment. A transfer of shares cannot be registered without production of be stamped. | share certificates. > Power of company to register: Power of company to reyjster shall not be effected by above provision (gjven tunder sub- section 1) on receipt of an intimation of transmission of any right {o securities by operation of law from any person to whom such right has been transmitted, In case of Government company It's further provided that the provisions of this sub-section fie. section 56(D) in so far as it requires a proper instrument of transfer, to be duly stamped and executed by OF on behalf of the transferor and by or on behalf of the transferee, shall not apply with respect to bonds issued by a Government company, provided that an intimation by the transferce specifying his name, adress and occupation, if any, has been delivered to the company along with the cemtificate relating £0 the bond; and if no such certificate isin existence, along with the letter of allotment of the bond: Provided also that ehe provisions ofthis sub-section shall not apply toa Government Company in respect of securities held by nominees of the Govemment. : oath : a Provisions contained i Sub-section (1) shall not restrict the powers of a company to register transmission of any right to securities by operation of law For example- upon the death of the last holder of shares, i las there is an instantaneous transfer of ownership to the beits of the last holder and the ‘Transmission by | property therein must yest in heirs from the moment of death onwards. This operation of law. | would happen by virue of operation of law of succession. WEEKS, NOTICE A company shall not register a transfer of partly paid shares, unless the company has given a notice in Form No. SH.S to the tansferee and the transferee has given no objection to the transfer within 2 weeks from the date Of receipt of notice Unless prohibited by any provision of law or any onder of Court, Tribunal or other authority, the share certificates shall be delivered bya company within a period of ‘A. In case of shares in Physical Form- From thedate of receipt of instrument [Ta ease of trnsier or tansmission of Tmonth | under (I), or intimation under ( securities monks LE tom the date of incorporation Tn case of subseribers to the memorank From the date of allorment Tn ease of any alloument of any of ts shares Gimonths | From the date of allowment Tn case of any alloument of debentures B. In casé of Shares in D-mat Form- The company shall intimate the details of allotment ot securities to depository immediately on allotment of such securities. # Transfer by a legal representative of a deceased person shall be valid even if the legal representative isnot a holder thereot. t 7 | # It shall be assumed that legal representative had been the holder atthe ‘Transfer by legal | time of the execution of the instrument of transfer, representative is valid. Section 56(0) Penalty for Default Penalty for non-compliance with the provisions of sub-section (1) ~ (6) shall be as under- For Company. Rs.25,0K00 © Fine = Rs.5,00,000 For Every officer in defaultShare Capital & Debentures Rs.10,000 = Fine = Rs.1,00/000 By operation of law cg. Death of shareholder will ‘transmit the shares: File with Company “Transfer of shares refers to the transfer oF ticle to shares, voluntarily, by one party t0 transfer of tite to shares by the another, ‘operation of law. Deliberate act of partes Tnsolvency, death, inheritance oF a a Iunaey of the member Transferor and veansieree Legal heit ot receiver “Transmission of shares means the Adequate consideration must be there No consideration is paid Valid transfer deed need to be executed for | No transfor decd i required for transfer of shares. transmission of shares, Tiabilties of transferor cease on the | Original lability of shares continues 10 completion of transfer, exist Payable on the market value of shares No need to pay “he Board of Directors can refuse The Board of Directom cannot refuse TD Shares held by Me. N are transferred 10 TS shares held by Me. Aare Mr. ¥ by way of voluntary sale by Mr. X._ | transmitted to Mr. B being legal heie of A, on the death of A.Tfany person: # deceitflly personates the owner of any security of interest in a company lr of any share warrant of coupon issued in pursuance of this Act; and thereby obtains or attempts 10 obtain any such secusty or interest oF any such share warrant of coupon, of receives oF attempts to receive ‘any money due co any such owner. Penalty- he shall be punishable with: 1 year S Jail S 3 years AND. Rs.1,00,000 $ Fine £ Rs.5,00,000. (1) Ifa private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the traisfer of, or the transmission by ‘operation of law of the right to, any securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrament of teansfer, or the intimation of such transmission, as the ease may be, was delivered to the company, send notice of the refusal to the transferor and the transferee oF o the person giving intimation of such transmission, as the ease may be, giving reasons for such refusal Without prejudice o sub-section (1), the securities or other interest of any member in a public company shall be Freely transferable: Provided that any contract or arrangement between two or mote persons in respect of transfer ‘of securities shal be enforceable as a contract. (3) The transferee may appeal to the Tribunal against the refusal within a period of thisty days from the date of receipt of the notice or in case no notice has been sent by the company, within a period of sity days from the date on which the instrument of transfer or the ftimation of transmission, as the case may be, was delivered to the company, io fa public company without sufficient cause refuses to register the transfer of securities within 1 period of thirty days from the date on which the instrument of transfer or the intimation of transmission, as the ease may be, is delivered to the company, the transferee may, within a period of sixty days of such refusal or where no intimation has been received from the company, within ninety days of the delivery of the instrument of transfer or intimation of transmission, appeal to the Tsibunal ‘The Tribunal, while dealing with an appeal made under sub-section (3) or sub-scetion (4), ma after hearing the parties, either dismiss the appeal, or by order— 4) direct that the transfer or transmission shall be registered by the company and the company shall comply with such order within a period of ten days of the receipt of the order; oF 1). ditect rectification of the register and also ditect che company co pay damages, if any, sustained by any party aggrieved,Share Capital & Debentures (@ Ifa person contravenes the order of the Tribunal under this section, he shall be punishable ‘with imprisonment for a term which shall not be less than one year but which may estend to three years and with fine which shall not be less than one lak rupees but which may extend to five lakh rupees. Section 59: Rectification of Register of Members [ROM] Section 59(1) : Appeal to Tribunal for Rectification If, without sufficient cause- > the name of any p company, oF > after having been entered in the register, the name of any person is omitted theretsom: oF > Default or unnecessary delay in entering the fut that a person has become, or ceased to be a member, is made, then- son is entered in the Register of Members of Tnsert name in register of members > The aggrieved person may prefer appeal for rectification of the register ia Se | J indinn Redon meber/co, —io Telhona t ‘© Foreign Resident member/ ~ toa court WBecal®> Debentare holder outside India specified by CG | gi BREE. "ime 9@) i Orders which Tribunal may mal for ‘The Tribunal may, after hearing the parties to the appeal by orders © Dismiss the appeal; or ‘© Direct the company to register the transfer or transmission within 10 days Of the receipt of the onder; or Order of tribunal * Direct rectification of the records of the depository or the register and in | eo dismiss, the latter case, direct the company to pay'damages, if any sustained, to the party agerieved Section 59(3) : Effect of Section 59 ‘© The provisions of this scetion shall not restrict the right of a holder of shares or debentures to transfer such shares or debentures. Person have Ss ine a iti | with SEBI etc, i * SEBI Act, 1992 oF ©The Companies Act, 2013 ‘©The Securities Contracts(Regulation) Act, 1956 ap + Any other law for the ime being in force ‘The Tribunal may direct any company or a depository to st right the | SECURITIES contravention and rectify its register of records concerned CONTRACTS 4 The Tabunal may so direct onan application male by pear + the depository Contravention of + company, above leads to © depository participant, rectification of the holder of the securities or register. + sep Penalty when any default is made in complying with the order of the Tribunal: Crore poreFor Company — Rs. 1,00,000 $ Fine $ Rs.5,00,000 For every officer in default — Jail up to 1 year And / Or Rs.1,00,000 $ Fine $ Rs.3,00,000 For Rectification of ROM 4m => “Appeal to tribunal Order by Tribunal SSS se ee eee Ce neers Authorised capital or nominal capital means such capital as is authorised by the ‘memorandum of a company to be maximum amount of share capital of the company. Whereas section 2(15) states that called up eapital means such past of capital, which has ben ele for payment. alteration of Share Capital Prerequisites as to alteration- (1) Power to alter share capital is available only to a limited company having share capital, (2) Alteration of share capital can be done only if AOA authorise it. {@) Alteration is to be done by alteration of MOA in general meeting, () Ordinary resolution is sufficient for such alteration, “Manners of alteration ~ (1) Increase authorised share capital by issuing fresh share 2) Consolidate or divide all or any of ts share capital. eg, 10 shares X Rs.10 each = 1 share of Rs.100 and vice vers). Provided that, no consolidation and division which results in changes in the voting percentage of shareholders shall take effect unless it s approved by the Tibunal on an application made in the prescribed manner. () Convert and Reconvert its fully paid up shares into stock and such stock into fully paid up shares of any denomination, () Sub-divide all orany of ts shares into shares of smaller amount than fixed by MOA. (eg. I share of Rs100, Rs.60 paid up, is subdivided into 10 shares ‘of Rs10, Rs paid up) () Cancel shares which have not been taken oF agreed to be taken by any person. Alteration of Capital by Section 61 @) : Alteration is not Reduction ‘The cancellation under sub section (1) above shall not be treated as reduction of share capitalShare Capital & Debentures Enon Seeker ie Section 62 (I): Right of Pre-emprion A. Further issuc shall be offered to followings condition. Right shares (©) Employees under ESOP, subject to ‘SR + Condit (© Any other person cither for cash or kind subject to'SR + Conditions + | Price determination of shares by Registered Valuer subject to the Eo compliance with the applicable provisions of Chapter III and any other conditions as may be preseribed. B. Conditions to be complied with for farther issue to existing | Employees Sharsholder stock Onion ) Offer sale made by noice speci temo, of sind 2) Tin int remt occ the oes ot bese tas oe | 19) DAYS ronan Sb dg fe io roel as bet th ope of (Unless pense int AOA be sherhokevalhve aah] SO DAYS of renouncement and same will be mentioned in the notice (BOD may dispose the shares offered, in a manner which is not| Fetmaking disadvantageous to the shareholders, if time given in notice expres or | *PPtcation in the person denies from accepting the offer Y 1. ‘The notice to all the existing shareholders shall be sent through 1 Registered post, or G) Speed post, oF (ii) Electronie mode, or (iv) Courier, or () Any other mode having proof of delivery “The notice shall be sent at least 3 days before the opening of the issue Before notice shall be sent. oe mnn a cnn[Nothing in section 62 shall restrict the power ofthe company to allot shares on 6 account of conversion of loans or debentures into shares, provided ehat- @) The terms of issue of such debentures or loans contained a term of such RE conversion in future, and Conversion of () Such texm was approved by the company by passing a SR before issuing | debenture into ssuch debentures oF loans. shares is allowed. = coaaeal A 1. CG may make an order that ~ = Debentures issued to the government; or Loans obtained from the government by a company Shall be converted into shares in the company. 2 The government canon sch conversion even if the terms of sue of | OG can onde such debentures of loans did not contain any specific erm regarding such | to convert the conversion in future — i debentures 3. However if the terms and conditions of such conversion are not acceptable | issued to to the company, itcan file an appeal to the Tribunal within 60 days from the }_ them into date of communication of such order shares. Condition for making order of conversion- ‘The order of conversion can be given by CG only if CG is of the opinion that it is necessary in the public interest 0 make such order. In determining the terms and conditions of conversion under sub-section (4), the Government shall have due regard to the following cireumstances- (The financial position of the company (i) The rate of interest payable; (i) The capital of the company, its abilities, is reserves, its profits during the preceding the preceding 5 years, (iv) The current market price of the shares of the company. ‘The terms of issue of debentures/loans. order of eoaverson under sub-section (8) s made bythe CGr and {Company dos not file an app to the Tribunal ot Gi), The Tabunal dismisses such appeals 1 ‘Then the MOA shall stand altered, ancl the authorised capital of the company shall stand increased By ii Employees Stock Issue to Public or Option 39 person,as Share Capital & Debentures ROEM oa ro ally paid up shares shall be issue by a company out of following sources- (its free reserves; Gi) the securities premium a/e; or (ii) the eapital redemption reserve a/e No issue of bonus shares shall be made by capitalizing reserves created by the revaluation of assets This bar on bonus issue out of revaluation reserves now applies to all companies - listed as well as unlisted. ‘Section 63 (2) : Conditions for capitalisation of profits reserves for issue of bonus shares Following conditions should be satisfied for capitalising the profits or reserves for issue of bonus shares ipl in FS ) Company has not defaulted in payment of statutory dues eg. PF, gratuity ete oi) the partly paid-up shares, ff any outstanding on the date ofallotment, | No Default in PF are made fully paid-up; (oi) Company’ complies with sueb conditions as may be preseribed, Rule 14 of the Companies (Share Capital and Debentures) Rules 2014 provides that the company which has once announced the decision of its Board recommending a bonus issue shall not subsequently withdraw the same. es (ii) Bonus shares ean be issued only to existing members of the company. (Gx)__ Bonus shares mustbe fully paid-up. Section 63 (2) : Bar on issue of shares in lieu of dividend La The bonus shares shall not be issued in liew of dividend. enesacoment Tecan be done only if the articles of company contain provision regarding to it. Ik means profits which othenwise are available for distribution among the members are not dividend among them in eash, but the shareholder are alloted further share (bonus shares). Capital profit, share premium and capital redemption reserve account can also be used for the purpose of issuing fully paid bonus shaces.shall give a notice #0 ROC in case of (alteration of share capital u/s 61(I). i) increase in the authorised share capital consequent to order of CG u/s e. Alteration redemption of preference shares u/s 55. Manner of giving notice- (@_ the notice shall be in Form No. SH 7. Dit shall be filed within 30 days of such alteration. it shal be filed with the ROC (iy) Trshall be accompanied by the altered memorandum, Tor non-compliance shall be as under- Common penalty for the company and every officer in default- Rs.1,000 per day of defaul; of RS.5,00,000 Whichever is Less ise. penalty shall not in any case, exceed Rs:5,00,000/~. Serena ac ree ete creeShare Capital & Debentures [EEA — i oe — |B ree Ss ae Default in Deposit and Interest Approval of tribunal ‘Section 66 (1) : Reduction of capital not allowed if deposits or interests thereon are in arrears Conditions for reduction of share eapital- (1). The compaay should be limited by shares or guarantee. (2) The reduction should be approved by the Tribunal @) Special resolution is required to be passecl to that effect. (4) Company isnot in arrears in the repayment of any deposits accepted by it, cither before or after the commencement ofthis Act, or the interest payable thereon, (8) MOA of the company shall be altered accordingly. Modes of Reduction- Acompany may (@)_ extinguish or reduce the liability on any of its shares in respect of the share capital not paid-up; oF (cancel any paid-up share capital which is lost of is unrepresented by: available assets; or (© pay off any paid-up share capital which is in excess of the wants of the BB. Roc Notice to CG, SEBI, ROC for “objection. Section 66 (2) ;Procedure to be followed by Tribunal shall give notice of every application made to it for reduction ‘of capital to: @) the Central Government, Gi) the ROC, (Gp the Securities and Exchange Board, in the ease of listed companies, and (ix) the creditors of the company 2. ‘The Tribunal shall take into consideration the representations, if any, made to it by that Government, ROC, Securities and Exchange Board and the creditors within a period of 3 months from the date of receipe of the notice, 3. However, where no representation has beca received from the Centeal Government, ROC, Securities and Exchange Board or the creditors within the suid period, it shall be presumed that they have no objection to the reduction, oe mnn a cnnrob 1. ‘The‘Tribunal may make an order confirming the reduction on such terms and conditions it thinks fit i it is satisfied that : (the debt or claim of every creditor of the company has been Der of discharged or determined or secured; or objecting | Gi) his (ctor) consentis obtained creditor is paid |, No application for reduction of capital shall be sanctioned by the ‘Tribunal and consent is |” unless the accounting treatment, if any, proposed by the company for such obtained reduction is inconformity with’ the accounting standards specified under section 133 or any other provision of the Act and a certificate to that effect from the company’s auditor has been filed in the ‘Tribunal ‘The order of confirmation of the reduction by the Tribunal shall be published by the company in such manner as the Tribunal may direct. & Section 66 (4): Procedure to be followed by Tsibunal i ‘Procedure to be Ti ‘The company shall deliver a certified copy of the order of confirmation of the reduction by the Tsibunal and of a minute approved by the Tribunal showing: © the amount of share capital, the amount of each share, and File order of che amount, if any, at the date of registration deemed to be paid-up on teibunal with Sch ahre amv atthe date of egtom deemed co be PY ROC 7 to the Registear within 30 days of the receipt of the copy of the order, who shall register the same and issue a certificate to that effect. ‘The section does not apply to buyback of its own securities by a company u/s 68, On reduction, the lab ity oF any past OF present members shall not exeeed the difference between (@) the amount paid on shares or the reduced amount if a thereon; and (b)_the amount of the shares as fixed by the order of reduction, y, which is deemed to be paid ‘Section 66(8): Liability of members in respect of reduced shares Ifthe name of any creditor entitled to object to the reduction of share capital under this section is rot entered on thelist of creditors and after such reduction the company commits a default, within the meaning of section 6 of the Insolveney and Bankruptey Code, 2016, in respect of the amount of, his debt or claim,"- (1) every person, who was a member of the company on the date of the registration of the order for reduction by the Registra, shal he liable to conteibute to the payment of that debt or claim, fan amount not exceeding the amount which he would have been liahle to contribute if the company had commenced winding upon the day immediately before the said date; and ifthe company is wound up, the Tribunal may, on the application of any such ereditor and proof of his ignorance as aforesaid, iit thinks fit, sete a list of persons so lable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary eontsibutories in a winding up. ‘The above provisions shall not affect the rights of the contributories among themselves. cxion 66(10); Punishment for contravention to officer in default Every officer, shall be liable u/s 47, who. (@)_ knowingly conceals the name of any creditor entitled to object to the reduction; (b) knowingly miseepresents the nature or amount of the debt or claim of any ereditor; or (c)_abets or is privy to any such concealment or misrepresentation as aforesaid ‘Section G6(I: Penalty for non-compliance to company Penalty for non-compliance to the company- s.5,00,000 © Fine © Rs.25,00,000 ction 67: Purchasi Cerone enewsShare Capital & Debentures Section GT) Company not to buyback own securiice Accompany = rm) Limited by shares (whether, private or public); or Biles | Y Lited by guarmce ¥ Shall not buy its own shares Company shall | Unless the consequent redaction of share capitals effected under the not buyback its provisions of thie act. ‘own shares. | Exceptions. (1) Unlimited compa (2) Redemption of Preference Shares 8 any not to finance athers for buyba a securities (1). The provisions are applicable 10a public company only 2) A public co. shall not, whether direcly or indirecly, give to any person ax @ Loan (@ Guarantee Not to finance (Gi) Security ‘other for buy (iv) Any other financial assistance back of own | For purchase of shares. G@) ts own shares; or () Shares in ts Holding Company, Section 67 (3): Exception to Sub-section 2) Exceptions to Sub-section (2)- by banking companies. by the company for subscription by Trustees for the benefit of the employees; Subject to “SR + Preseribed requirements” (8) Lending by the company to its own employees for beneficial holding; subject to “ not to directors/key managerial persons + loan amount not exceeding theie salary/wages for a period of 6 months” z + Section not apph jion_of Pref a ‘This section shall not apply to * Redemption of Preference Shares’ (vide ease 1 given below in “Case Laws’ section) Penalty for Company- Rs. (10,000 = Fine = Rs.25,00),000 Penalty for every officer in default: Jal < 3 Years And Rs.1,00,000 Time < Rs.25,00,000 Section 68: Buy Back of shares / Power of company to purchase its id Section 68 () : Meaning of Buy-back, Eligible Securities, Sources ete, Eligible Securities- own shares or other specified securities. Specified securities include employees stock option or other notified securities. Sources of Buy-back (its free eserves fie. reserves which are available for distribution as dividend, as per the latest audited balance sheet of a company), Gi) the securities premium account i) the proceeds of any shares or other specified securities. Exelusion- No buy back shall be made of eligible securities out of proceeds of| an eatlie issue of same kind of eligible security Note- Where a company parchases i ovm shares ont of fre reseres or securities premio ‘acount, asa equal ta the namrnal vate ofthe shares 0 purchased shall be transfered fo the CRR Account and details of ruc tanser shall be dscsed inthe balance shot. (Section 69(1) Rr srtFollowing conditions should be satisfied for buy back- (AOA Authorisation: The buy-back is authorised by the Company. i Special Resolution requirement: Reserves}; ot oaed resolution, (ii) Board Resolution Requirement: ‘When buy back amount © 10% of [PUES+ER] (iv) Limit of Buy Back: [PC+ FR + Security Premium] PUEC in that financial year’ (v) Post Buy-Back Debr-Equity Ratio: '* The debt and equity ratio shall remain max upto 2. ©The CG may notify such other higher ratio. ‘SEBI regulations ‘compliance with Rules prescribed. (ix)_Interval between two buybacks: | Year ed Ed tmfee = = notice ‘The notice of the meeting at which the speeial resolution is proposed to be passed under clause (b) of stibsection (2) shall be accompanied by an (vi) All the shares or other specified securities for buy-back are fully pal (vii) SEBI compliance: The buyback of listed securities is complied with AOA of the ‘© when amount of buy back is> 10% of [ Paid up Equity Capital + Pree (© Buy back Amount © 10 % of [PUEC+ER] but not authorised by a '* Amount of buy back should not exceed 25 % of the aggregate of ‘© In case of buy back of equity shares, 25% shall be compated on ‘otal ite, (Secured Debr + Unsecured Debt) < 2x ( Paid up Capital + Free Reserve ) vp. (viii) Compliance with Rules: The buy back of unlisted securities shall be ia re Explanation about explanatory statement stating — buy back (@)_ full and complete disclosure ofall material facts; () the necessity for the buy-back; N (the class of shares or sccuitics intended to be purchased under the buy-back; Vs (@ the amount co be invested under the buy-back; and (©) the timestimit for completion of buy-back. Details of Buy back Section 68 @); Time limic for completion of buy back ‘Complete tsa bc ee in earn eda pasngr| EAN oy beck special resolution/ board resolution. in Lyear Section 68 (5) : Buyback from whom ‘The buy-back under sub-section (1) may be- (@) from the existing shareholders or security holders on a proportionate basis; () from the open market; (©) by purchasing the securities issued to employees of the company fy Buy Back from 3 pursuant to a scheme of stock option or sweat equity. Before making a buy-back in pursuance of special resolution/board resolution authorizing the buy-back, the company shall file wth the Registrar and the SEBI, a declaration of solveney. A company whose shares are not listed on any recognised stock exchange is required to file the declaration of solvency only with the Registrar. Declaration of solvency- (@) shall be in prescribed form no. SH 9, Ie shall be verified by an affidavit as to BODs opinion that the company is capable of meeting its liabilities and ie will not be rendered insolvent A Declaration of ‘within 1 year from the date of such declasation, solvency.Share Capital & Debentures No such declaration of insolvency shall be required to be filed in case of unlisted companies 5 ae ‘The company shall extinguish and physically destroy securities boughe back within 7 days of the last date of completion of buy-back. Same kind of shares or other specified securities including sight shares shall rot be issued further within 6 months; except (onus issue, or (i) in the discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares, In case of buyback of shares or other specified securities, the company shall @ a register of securities so bought, (the consideration paid, (Gi) the date of cancellation of shares, (iv) the date of extinguishing or physically destroying the share (9)_such other particulars prescribed. Register of Buy Back A company shall file prescribed particulars, within 30 days after the completion of buyback, with, © the ROC, and © the SEBI No return shall be required to be filed with SEBLin ease of unlisted companies Ifa company makes any default in complying with the provisions of this section or with SEBI regulations, penalty shall be as under: For Company .1,00,000 © Fine = Rs.3,00,000 For Every officer in default- Jail <3 years And/Or Rs.1,00,000 < Fine © Rs.3,00,000 ey Senne cntBOD-OR GM-SR When a company purchases its own shares Out of feve reserves; of (Out of securities premium account A sum equal 1o nominal value of such shares shall be transferred to CRRA ‘Transfer Amt. = Nominal value of shares peesier Ea from normal reserve account to RR.Share Capital & Debentures ROEM Section @ @): Udlisation of CRR account “The CRR account shall be used only for issue of fully paid bonus shares to existing shatcholders ‘Section 70 (1) : Prohibitions in case of defaults in payments © No company shall diccetly or indirectly, purchase its own shares through: any subsidiary company including its awn subsidiary companies; any investment company of group of investment companies; or © Ifa default is made by the company in @ the repayment of deposits accepted cither before or after the ‘commencement of his Act, of any interest payment thereon, redemption of debentures or preference shares, oF (ii) payment of dividend to any shareholder, or (iv) repayment of any term loan or interest payable thereon to any financial institution or banking company © However, buyback is not prohibited if the default has been remedied and 3 years has lapsed after such defaule ceased to subsist Buy Back of shares otherwise prohibited. Section 70 (2): Other Prohi A company shall not buyback its shares if fehas not complied with the provisions of see— (1) 92. Filing of annual return @ 123- Provisions relating to declaration of di G) 127- Payment of dividend within 30 days. (4)_129- Provisions relating to financial statement, den eT EET Section 71(1) ; SR to issue optionally convertible debentures ¥ Accompany may issue wholly o partly convertible debentures ¥ However special resolution at General Meeting is required whea an ‘option to convert is given Y ile. when no such option is given and Debentures are not to be converted in any situation then GM-SR is not required. GV- SR Section 71 2): Prohibition on issue of Debentures with Voting rights Issue of debentures which carry any voting right is prohibited. BE ‘Section 71 (3): Conditions to issue secured debentures Secured debentures may be issued by a company by complying with the conditions prescribed in Rule 18 of the Companies (Share Capital & Debentures) Roles, 2014 ‘Section 71 (4) : Creation of Debenture Redemption Reserve Account When debentures are issued under this sec Y-DRR account shal be erated Y- Out ofthe profis available for dividend Y-_DRR shall be utilized for redemption of debentures only. Crowne crsNo DRR if No profit available for dividend. DRR shall be Sa Oe ea Ee ee ae ya ‘company if- jRUSTEE! Te company tesa ppc orks a offer ovon i woe pie AND or a ope ot ts ener excotig 50 in [ Conditions preseribed under Rule 18(2) to (3) shall be complied with for such appointment. 2 Duti r (To protect the interests of the debenture holders To redress the grievances of debenture holders in accordance with such rules as may be preseribed. + Liabilie benture trust 1 Any provision contained, in trust deed or in any contract which exempts a debenture trustee or indemnifies him against any lability for breach of trust, Where he fails to show the degree of eare and due diligence required by provisions of trust deed, Shall be void. However exemptions agreed upon by more than 75% value holders of such debentures shal be available to the trustee. A meeting of debenture holders of mote than 75% in value shall be required for such purpose. ion 71 (8) ; Redempti Terms Accompany shall ¥ Pay interest; and Y Redeem the debenture As per T&C of their issue. ‘The Tribunal may impose resttietions on ingusring further liabilities, in the interest of debenture holders, when- "The dehenture trustee thinks that the company has insufficient assets to repay the principal amount and when due; and he files a petition before Tribunal; and Tribunal, after hearing the co. and any other interested person, if any, passes an order regarding the same. mn ‘Default in payment by the compan; 7 XY ‘The Tribunal may order to redeem the debentures forthwith when: ¢ \ ¥ Fails to redeem the debentures on maturity, and XQ VY % Any oa eben hades aes ppcation co Tabu wo | SQ that effect, Tw And an OOBH is given to company i A 5 Defauk Penalty for default made in complying with the orders of the Tribunal- For every officer in default jail 3 years And/Or Rs.2,00,000 © Fine £ Rs.5,00,000 Section 71(12) : Contract 10 nay for debent A contract ean be entered into with a company to take up and pay for any debenture by enforcement of a decree (,e. Court Order) Procedure to be i ‘The CG may preserihe- (The procedure for securing the issue, (i) ‘The form of trust dee Gd) Procedure to inspect the trust deed and obtain copy thereof, iv) Quantum of DRR to be created, (@) Such other matters, As per the Rule 18 of Companies (hare Capital and Debentures) Rules, 2014, the company shall create a Debenture Redemption Reserve for the purpose of redemption of debentures, in accordance with the conditions given below (@) the Debenture Reclemption Reserve shall be created out of the profits of the company available for payment of dividendcrs ven Share Capital & Debentures fore cet) BASSE (6) the company shall create Debenture Redemption Reserve (DRR) in accordance with following conditions: EE J Public Issue Private Placement ‘All India Financial Institutions : : NBFCs including Fis | 25% of Debentures | — ‘Companies 25% of Debentures | 25% of Debentures Also company shall (on of before the 30th day of Apsil in each year) deposit minimum fifteen percent of the amount of its debentures maturing during the year in any one or more of the following methods, namely:= @ in deposits with any scheduled banks Gi in seeurities of the Centmal Government of of any State Government Gi) in securities mentioned! in section 20 of the Indian Trusts Act, 1882; Above investments can not be charged for securing any loan ete. Also it should be used only for redemption of debentures. Also it should not at any time fll below 1 year ending on the 31st day of March of that year; {in ease of partly convertible debentures, Debenture Redemption Reserve shall be ereated in respect of non-convertible portion of debenture ofthe amount of the debentures maturing during the Charts for Understanding Issue of Debentures ———_— NS ie of Debentures without Issue of Debentures Convertible option with Convertible option BOD:O GM-SRB Conditions of issue of debentures Issue of Company Company shall ‘Redemption debentures shall create appoint shall be made with voting DRR out of debenture as per terms & rights is distributable trustee for issue conditions of prohibited. Profit. of prospectus. issue. Powers of Tribunal Restriction on further liability Order to redeem the debentures after by tribunal depending on default by company in payment of financial position of company interest or redeem debenture on and recommendation of trustee. application by debenture holder. Penalty for Default Penalty for default made in complying with the orders of the Tribunal Ts For every officer in default- Jail < 3 years And/Or Rs.2,00,000 < Fine a < Rs.5,00,000Kinds of share capital Certificate of Shares Voting Rij Variation in shareholder's Rights Calls on shares of Same Class to be Made on Uniform Basis Company to Accept Unpaid share capital although not called up Payment of Dividend in Proportion to Amount paid u Application of Premiums Received on issue of shares Prohibition on issue of shares at discount Tssue of sweat equity shares Tssue and Redemption of Preference Shares Transfer and Transmission Punishment for Personation of Shareholder Refusal of Registration and Appeal against Refusal Rectification of Register of members v Power of Limited Company to Alter its Share Capital Further Issue of Share Capital Issue of Bonus Shares Notice to be Given to Registrar for Alteration of Share Capital Reduction of Share Capital. Restrictions on Purchase by Company oF Giving of Loans by it for Purchase of its Shares Power of Company to Purchase its Own Securities “Transfer of Certain Sums to Capital Redemption Reserve Account Prohibition for Buy-Back in Certain Debentures Powerto NominateMake i Share Capital & Debentures oon ro — Cento shares Tor pysealTom Duplicate share certificate for Physical form Issue of sweat equity shares, Instrument of Transfer Issue of ESOP / ESOS Notice to ROC for alteration of share capital Buy Back of shares or other securities. Nomination by security holders oe mnn a cnno Wi iiDeDF™ This document was created with the Win2PDF “print to PDF" printer available at http:/www.win2pdf.com This version of Win2PDF 10 is for evaluation and non-commercial use only. This page will not be added after purchasing Win2PDF. JIwww.win2pdf.com/purchase!