8
PROCEDURE OF GENERAL MEETING
MANAGERIAL PERSONNEL
DIVIDEND
PROCEDURAL COMPLIANCES
ISSUE OF SECURITIES
6.1 VARIOUS MODES OF RAISING CAPITAL
a Private Placement
b Public Issue Explanation
c Rights Issued e
fg
h provisoi
Administration Powers to SEBI in respect of public issue of shares/debentures-
Write off of expenses of issue of shares or debentures
Explanation
6.1-1 Purposes for which shares can be issued by a company
Restrictions on buying of own shares by the company
Loan or guarantee by company to purchase its own shares
Provision of money for purchase of shares by trustees for benefit of employees
6.1-3 Income Tax provisions regarding expenses in issue of securities
Expenditure in issue of bonus shares is revenue expenditure CIT General Insurance CorporationBombay Burmah Trading CIT
6.2 ISSUE OF SHARES AT PREMIUM
Varying premium permissible CIT Standard Vacuum Oil Co
6.2-1 Securities premium account
Comat Infoscribe P Ltd. In re -
Zee Telefilms Ltd. In re
India Infoline Ltd. In re Hyderabad Industries Ltd. In re Parrys Confectionery Ltd. In re
DSM Anti Infectives India Ltd. In re -
6.2-2 Issue of shares at discount prohibited
Penalty for issue of shares at discountvide
Prohibition of issue of shares at discount not applicable when debt converted into shares under debt restructuring or insolvency resolution plan-
Para 6.2
6.2-3 Issue of shares otherwise than for cash
subject to the compliance with the applicable provisions of Chapter III and any other conditions as may be prescribed.
Disclosure in return of allotment
Quantum of stamp duty payable on agreement to issue shares other than cash -
Madura Mills Co. Ltd. In re Bhola Ram The Crown Raj Sachdev Board of Revenue Madura Mills Co. Ltd. In re
Sudarshan Talkies Chief Controlling Revenue Authority
Liability of sales tax if issue is other than cash Premier Electro Mechanical Fabricators State of Tamilnadu
State of Tamil Nadu TMT Drill (P.) Ltd.
Disclosure in Financial Statement
Shares cannot be allotted without considerationPara
Para 6.3
Voting by Postal ballot if members exceed 200
Existing shares cannot be converted -
Bonus, rights available to these shares
Register of members to indicate shares with differential rights -
Shares issued under 1956 Act can continue under earlier rules
Explanation
6.3-3 Report of Board of Directors -
6.4 PRIVATE PLACEMENT OF SECURITIES vide
Explanation I
in a financial year excluding
- proviso
Para 6.4
Explanation III Sahara India Real Estate Corpn. Ltd. SEBI
Provisions do not apply to preferential issue made only to members proviso
Relaxations in case of Nidhi companies
Para 6.4
Special resolution by members or Board resolution
c
proviso c proviso
proviso
proviso
proviso
Body corporate or national of country which shares borders with India becoming member proviso
Offer letter only after filing of special or Board resolution with ROC
Offer to maximum 200 persons excluding ESOP i.e.
b
Requirements of offer cum application form -
Record of private placement in Form PAS-5
Receipt of payment through bank account of applicant only
Return of allotment in Form PAS.3 a
6.4-3 Debenture with option to convert into shares proviso
6.5 CONVERSION OF DEBENTURES OR LOANS INTO SHARES AS PER LOAN AGREEMENT
Approval in general meeting -
6.6 COMPULSORY CONVERSION OF DEBENTURES AND LOANS GIVEN BY CENTRAL GOVERNMENT INTO EQUITY SHARES OF THE COMPANY
Para 6.7
Notice to Registrar for alteration of share capital - -
Appeal before NCLT against order of Central Government
6.7 WARRANTS
SEBI Regulations in respect of warrant
COMPANY LAW READY RECKONER
AUTHOR : TAXMANN'S EDITORIAL BOARD
PUBLISHER : TAXMANN
DATE OF PUBLICATION : JULY 2024
EDITION : 15TH EDITION
ISBN NO : 9789357786065
NO. OF PAGES : 828
BINDING TYPE : PAPERBACK
2,350
DESCRIPTION
This comprehensive guide offers detailed and accurate information on all provisions of the Companies Act 2013. It features a topic-wise commentary on each provision, providing valuable insights and practical guidance for companies and corporate professionals. This book addresses various practical issues faced by corporate entities and professionals.
The Present Publication is the 15th Edition | July 2024 & updated till 10th June 2024. This book is authored by Taxmann's Editorial Board with the following noteworthy features:
• [Topic-wise Commentary] The book covers over 40 key topics related to the Companies Act 2013, ensuring a detailed understanding of each provision
• [Comprehensive Analysis] It includes a thorough analysis of all provisions of the Companies Act, supplemented with relevant Rules, Judicial Pronouncements, Circulars, and Notifications
• [Practical Guidance] The book addresses practical issues faced by companies and corporate professionals, making it an indispensable resource for day-to-day corporate governance and compliance