Annexure
Form No. SH-1
Share Certificate
[Pursuant to sub-section (3) of section 46 of the Companies Act,
2013 and rule 5(2) of the Companies (Share Capital and Debentures)
Rules 2014]
........Limited/Private Limited
.(Corporate Identification Number)
(Incorporated underthe Companies Act, 1956/2013)
Registered Office:
This is to certify that the person(s) named in this Certificate is/are the
Registered Holder(s) of the within mentioned share(s) bearing the
distinctive number(s) herein specified in the above named Company
subject to the Memorandum and Articles of Association of the Company
and the amount endorsed herein has been paid up on each such share.
EQUITY SHARES EACH OF RUPEES... (Nominal value)
AMOUNT PAID-UP PER SHARE RUPEES..
Register Folio No:
Certificate No:
Name(s) of the Holder(s):
No. of shares held:
(in words)
..
(in figures)
Distinctive No.(s): From. To (Both inclusive)
Given under the common seal of the Company this.. day of 20..
(1) Director:
(2) Director:
(3) Secretary/ any other authorized person:
Note:
No transfer of the Share(s) comprised in the Certificate can be
registered unless accompanied by this Certificate.
Form No. SH-2
Register of Renewed and Duplicate Share Certificates
[Pursuant to sub-section (3) of section 46 of the Companies
Act, 2013 and rule 6(3)(a) the Companies (Share Capital and
Debentures) Rules 2014]
S. No.
Folio No.
Name of the
Date of
Class of
person(s) to
approval of
shares
whom
issue of
Renewed /
Renewed/
Duplicate share
Duplicate share
certificate is
certificate
issued
1
Date
of
Original
Total
Distinctive
Date of issue
issue
of
share
number of
No. of shares
of Renewed/
certificate
shares in
number
the Original
Share
Share
Certificate
original
share
certificate
From
To
Duplicate
Certificate
6
10
Reasons
Number of
Total Number
Reference to
for issue
the Renewed
of Shares in
entry in
of
share
the Renewed/
Register of
Renewed/
certificate, if
Duplicate
Members
Duplicate
applicable
Share
Share
Remarks
Certificate
Certificate
11
12
13
14
15
Form No. SH-3
Register of Sweat Equity Shares
[Pursuant to section 54 of the Companies Act, 2013 and rule
8(14) of the Companies (Share Capital and Debentures) Rules
2014]
S. No.
Reference
Name of the
Status of the
Date of
to entry in
allottee
allottee
passing of
register of
whether
Board
members
director or
resolution
employee
1
Date of the
Date of issue of
Number of
Certificate
special
sweat equity
sweat equity
No. / Folio
resolution
shares
shares issued
No.
authorizing the
issue of sweat
equity shares
6
Face
value of
Price at
Amount to
Total consideration paid, if
which the
be treated
any, by the employee /
shares
as paid up
director
the
share
are
Consideration
Particulars of
issued
received in
consideration
cash
other than
cash
10
11
12
13
Lock
the
Remarks, Date of Fair
in
date of
period
expiry
obtained
of
by Valuer
if any
Joining
value
14
Basis
of Name
Valuation of
Valuer
lockinperiod
15
16
17
12
13
14
Form No. SH-4
Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule
(1) of rule 11 of the Companies (Share Capital and Debentures)
Rules 2014]
Date of execution
FOR THE CONSIDERATION stated below the Transferor(s) named
do hereby transfer to the Transferee(s) named the securities
specified below subject to the conditions on which the said securities
are now held by the Transferor(s) and the Transferee(s) do hereby
agree to accept and hold the said securities subject to the conditions
aforesaid.
CIN:
Name of the company (in full):
Name of the Stock Exchange where the company is listed, if any:
DESCRIPTION OF SECURITIES:
Kind/ Class of
Nominal value of
Amount called
Amount paid
securities
each unit of
up per unit of
up per unit of
(1)
security
security
security
(2)
(3)
(4)
No. of securities
Consideration received (Rs.)
being transferred
In figures
In words
In words
In figures
From
Distinctive
To
number
Corresponding Certificate
Nos.
Transferors ParticularsRegistered Folio Number:
Name(s) in full
Signature (s)
1.
2.
3.
I, hereby confirm that the Transferor has signed before me.
Signature of witness
name and address
Transferees ParticularsName
Fathers/
Address & Occupation
Existing
in full
mothers/
E-mail id
folio No.,
Spouse
Signature
if any.
name
(1)
(2)
(3)
(4)
(5)
(6)
1.
2.
3.
Folio No. of Transferee
.
.
Specimen Signature of Transferee
Value of stamp affixed:. (Rs.)
Enclosures:
(1)
Certificate of shares or debentures or other securities
(2)
If no certificate is issued, letter of allotment.
(3)
Others, specify.
Stamps
For office use only
Checked by..
Signature tallied by.
Entered in the Register of Transfer on vide Transfer No..
Approval Date..
Power of attorney / Probate / Death Certificate / Letter of Administration
Registered on .at No..
On the reverse page of the certificate
Name of the Transferor
.
Transfer
Name of the Transferee
.
Signature of the authorized signatory
No. of shares
Date of
Form No. SH-5
Notice for transfer of partly paid securities
[Pursuant to sub-section (3) of section 56 of the Companies
Act, 2013 and sub-rule (3) of rule 11 the Companies (Share
Capital and Debentures) Rules 2014]
To..
..
(Name and address of transferee)
Subject: Transfer of partly paid securities
Notice is hereby given that an application has been made by the
transferor for the transfer of securities of the above named
Company whose particulars are given hereunderName & Address of the Transferor:
Name & Address of the Transferee:
Class / Kind of securities:
Number of securities:
Distinctive numbers of the securities:
Securities Certificate Number:
Nominal value of each security:
Issue price of each security:
Amount called on each security:
Amount paid on each security
Amount called and due on each security:
Amount uncalled on each security:
Total amount called and due on the total number of securities
lodged for transfer:
Total amount uncalled on the total number of securities lodged
for transfer:
As required under sub section (3) of section 56 of the Companies
Act, 2013, notice is hereby given by the Company to the
transferee on this Day ____ of (month) of _____ (year) that the
above mentioned securities are partly paid and the transferee
shall be liable to pay the balance amount unpaid on the securities.
The transferee is hereby requested to submit his / her objection,
if any, within two weeks from the date of receipt of this notice in
the absence of which it shall be presumed that he / she has no
objection to the transfer and the securities shall be transferred in
his / her name without any further correspondence.
Signature:
Form No. SH-6
Register of Employee Stock Options
[Pursuant to clause (b) of sub-section (1) of section 62 of the
Companies Act, 2013 and rule 12(10) the Companies (Share
Capital and Debentures) Rules 2014]
Name of Company
Registered office address
Date of special resolution .
S. No.
Name of the
Number of
Date on
Exercised
grantee
options granted
which
period
options
vested
1
Date on which
Options
options
exercised
Exercise price
Number of
shares
exercised
arising as
result of
exercise of
option
Folio No.
Lock in
Option lapsed,
Total
Amount
of
period, if
if any
number of
forfeited/
Register
any
options in
refunded if
force
option is not
of
members
having
exercised
respective
entry
10
Any variation
11
12
13
Signature
Remarks
16
17
of terms of the
scheme and its
effects
15
14
Form No. SH-10
Register of shares or other securities bought-back
[Pursuant to sub-section (9) of section 68 of the Companies
Act, 2013 and rule 17 (12) of the Companies (Share Capital and
Debentures) Rules 2014]
Name of the company:
Registered address :
1.
2.
3.
4.
5.
6.
Date of passing of special resolution at the meeting of the
members authorizing buy-back of securities:
Date of approval by the Board:
Number, price and amount of shares or other specified securities
authorized to be bought back:
Date of opening and closing of buy-back offer:
Date by which buy-back was completed:
Description of shares or other specified securities bought back
by the company:
S.No.
(1)
Folio number /
DP Id/client
ID number or
certificate
number of
securities
bought-back
(2)
Name of
last holder
of
securities
*Category
to which
they
belong
(3)
(4)
Number of
securities
boughtback
**Mode of
buy-back
Nominal
value of
securities
(6)
(7)
(8)
Price at
which
securities
are bought
back
(9)
Date of
buy-back
(5)
Date of
payment
(10)
Amount
paid for
bought
back
securities
Cumulative
total of
securities
boughtback
(11)
(12)
Date of/
cancellation /
extinguishment
and physical
destruction of
securities
bought-back
(13)
Reference
to entry in
Register of
members
Remarks
(14)
(15)
*Indicate the category of securities that have been bought back
Preference shares
Equity shares
Employees Stock Option shares
Sweat equity shares, etc
**Indicate whether the securities have been bought back from
the existing security-holders on a proportionate basis
the open market
odd-lots of listed securities
Employees Stock Option
Sweat equity
any other mode, if so indicate the mode
2. Other relevant details, if any.
Place:
Signature of the authorized signatory
Date:
Name of the above person:
Designation:
Form No. SH-15
Certificate of compliance in respect of buy-back of securities
[Pursuant sub-rule (14) of rule 17 of the Companies (Share
Capital and Debentures) Rules 2014]
1. (a) Corporate identity number (CIN) of company:
(b) Global location number (GLN) of company:
2. (a) Name of the company:
(b) Address of the registered office of the company:
(c) E-mail ID of the company:
We, ..directors of the above named company
certify that the provisions of Companies Act, 2013 and rules made
thereunder relating to buy-back of securities have been complied
with in respect of the securities bought back vide Board Resolution
datedand / or special resolution passed by the members in the
general meeting held on .. and the details relating to which
has been filed in Form No. SH-11 with the Registrar of Companies.
Date:
Signature:
Place:
(1) Managing Director / Director
(2) Director
Verified by
Company Secretary in Practice
CP No.
Form No. SH-12
Debenture Trust Deed
[Pursuant to sub-section (13) of section 71 of the Companies
Act, 2013 and rule 11 of the Companies (Share Capital and
Debentures) Rules 2014]
The debenture trust deed shall, inter alia, contain the following:1. DESCRIPTION OF DEBENTURE ISSUE:
(a)
Purpose of raising finance through the debenture issue;
(b)
Details of debenture issue as regards amount, tenure,
interest/coupon rate, periodicity of payment, mode of
payment and period of redemption;
(c)
An undertaking by the company to pay the interest and
principal amount of such debentures to the Debenture
holders as and when it becomes due, as per the terms of
offer;
(d)
The terms of conversion/redemption of the debentures in
terms of the issue to the debenture holders, options
available, and debt equity ratio and debt service coverage
ratio, if applicable.
2. DETAILS OF CHARGE CREATED (in case of secured debentures):
(a)
Nature of charge created and examination of title;
(b)
Rank of charge created viz. first, second, pari passu,
residual, etc;
(c)
Minimum security cover required;
(d)
Complete details of the asset(s) on which charge is
created such as description, nature, title, location, value,
basis of valuation etc.;
(e)
Methods and mode of preservation of assets charged as
security for the debentures;
(f)
Other particulars of the charge, e.g., time period of
charge, rate of interest, name of the charge holder;
(g)
Provision for subsequent valuation;
(h)
Procedure for allowing inspection of charged assets and
book of accounts by debenture trustee or any person or
person authorized by it;
(i)
Charging of future assets
(j)
Time limit within which the future security for the issue of
debentures shall be created
(k)
Circumstances specifying when the security may be
disposed of or leased out with the approval of trustees
(l)
Enforceability of securities, events under which security
becomes enforceable
(m)
Obligation of company not to create further charge or
encumbrance of the trust property without prior approval
of the trustee
3. PARTICULARS OF THE APPOINTMENT OF DEBENTURE TRUSTEE(S):
(a)
The conditions and procedure for the appointment of the
debenture trustee ;
(b)
Procedure for resignation by trustee including
appointment of new trustees;
(c)
Provision that the debenture trustee shall not relinquish
his office until another debenture trustee has been
appointed;
(d)
Procedure to remove debenture trustee by debenture
holders providing for removal on a resolution passed by
the holders of not less than three fourth in value of
debentures;
(e)
Fees or commission or other legal travelling and other
expenses payable to the trustee(s) for their services;
(f)
Rights of the trustee including the right to inspect the
registers of the company and to take copies and extract
thereof and the right to appoint a nominee director;
(g)
Duties of the trustee.
4. EVENTS OF DEFAULTS
(a)
Events under which the security becomes enforceable
which shall include the following events:
(i)
When the company makes two consecutive defaults
in the payment of any interest which ought to have
been paid in accordance with the terms of the
issue;
(ii) When the company without the consent of
debenture holders ceases to carry on its business or
gives notice of its intention to do so;
(iii) When an order has been made by the Tribunal or a
special resolution has been passed by the members
of the company for winding up of the company;
(iv) When any breach of the terms of the prospectus
inviting the subscriptions of debentures or of the
covenants of this deed is committed;
(v) When the company creates or attempts to create
any charge on the mortgaged premises or any part
thereof without the prior approval of the
trustees/debenture holders;
(vi) When in the opinion of the trustees the security of
debenture holders is in jeopardy.
(b)
Steps which shall be taken by the debenture trustee in
the event of defaults;
(c)
Circumstances specifying when the security may be
disposed off or leased out with the approval of trustees;
(d)
A covenant that the company may hold and enjoy all the
mortgaged premises and carry on therein and therewith
the business until the security constituted becomes
enforceable
5. OBLIGATIONS OF COMPANY:
This section shall state the companys duty with respect to(a)
maintaining a Register of debenture holders including
addresses of the debenture holders, record of subsequent
transfers and changes of ownership;
(b)
keeping proper books of accounts open for inspection by
debenture trustee;
(c)
permitting the debenture trustee to enter the
debentureholders premises and inspect the state and
condition of charged assets;
(d)
furnishing information required by the debenture trustee
for the effective discharge of its duties and obligations,
including copies of reports, balance sheets , profit and
loss account etc.;
(e)
keeping charged property/security adequately insured and
in proper condition;
(f)
paying all taxes, cesses, insurance premium with respect
to charged property/security, on time;
(g)
not declaring any dividend to the shareholders in any year
until the company has paid or made satisfactory provision
for the payment of the installments of principal and
interest due on the debentures;
(h)
creating the debenture redemption reserve;
(i)
converting the debentures into equity in accordance with
the terms of the issue, if applicable;
(j)
informing the debenture trustee about any change in
nature and conduct of business by the company before
such change;
(k)
informing the debenture trustee of any significant
changes in the composition of its Board of Directors;
(l)
informing the debenture trustee of any amalgamation,
merger or reconstruction scheme proposed by the
company;
(m)
keeping the debenture trustee informed of all orders,
directions, notices, of court/tribunal affecting or likely to
affect the charged assets;
(n)
not creating further charge or encumbrance over the trust
property without the approval of the trustee;
(o)
obligation of the company to forward periodical reports to
debenture trustees containing the following particulars:
(i) updated list of the names and addresses of the
debenture holders;
(ii) details of interest due but unpaid and reasons
thereof;
(iii) the number and nature of grievances received from
debenture holders and (a) resolved by the company
(b) unresolved by the company and the reasons for
the same.
(iv) a statement that the assets of the company which
are available by way of security are sufficient to
discharge the claims of the debenture holders as and
when they become due
(p)
complying with all directions/guidelines issued by a
Regulatory authority, with regard to the debenture issue
(q)
submitting such information, as required by the
debenture trustee
6. MISCELLANEOUS:
(a)
The conditions under which the provisions of the trust
deed or the terms and conditions of the debentures may
be modified;
(b)
The mode of service of notices and other documents on
the company, the trustee and the holders of the
debentures;
(c)
The company to be responsible for paying any stamp
duty on the trust deed or the debentures (if applicable);
(d)
Provisions regarding meetings of the debenture holders;
(e)
Provisions for redressal of grievances of debenture
holders.
Form No. SH-13
Nomination Form
[Pursuant to section 72 of the Companies Act, 2013 and rule
19(1) of the Companies (Share Capital and Debentures) Rules
2014]
To
Name of the company:
Address of the company:
I/We
..
the
holder(s)
of
the
securities
particulars of which are given hereunder wish to make nomination and
do hereby nominate the following persons in whom shall vest, all the
rights in respect of such securities in the event of my/our death.
(1)
PARTICULARS OF THE SECURITIES (in respect of which
nomination is being made)
Nature of
securities
Folio No.
No. of
Certificate
Distinctive
securities
No.
No.
(2) PARTICULARS OF NOMINEE/S
(a) Name:
(b) Date of Birth:
(c) Fathers/Mothers/Spouses name:
(d) Occupation:
(e) Nationality:
(f) Address:
(g) E-mail id:
(h) Relationship with the security holder:
(3) IN CASE NOMINEE IS A MINOR-(a) Date of birth:
(b) Date of attaining majority
(c) Name of guardian:
(d)
Address of guardian:
Name:
Address:
Name of the Security
Holder (s)
Signature
Witness with
name and address
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]
Name of the company:
I/We hereby cancel the nomination(s) made by me/us in favor
of..(name and address of the nominee) in respect of the below
mentioned securities.
or
I/We
hereby
nominate
the
following
person
in
place
of
. as nominee in respect of the below mentioned
securities in whom shall vest all rights in respect of such securities in
the event of my/our death.
(1) PARTICULARS OF THE SECURITIES (in respect of which nomination
is being cancelled / varied )
Nature of
Folio No.
securities
(2)
No. of
Certificate
Distinctive
securities
No.
No.
(a) PARTICULARS OF THE NEW NOMINEE:
i. Name:
ii. Date of Birth:
iii. Fathers/Mothers/Spouses name:
iv. Nationality:
v. Address:
vi. E-mail id:
vii. Relationship with the Security holder:
(b) IN CASE NEW NOMINEE IS A MINOR-i. Date of Birth:
ii. Date of attaining majority
iii. Name of guardian:
iv. Address of guardian:
Signature
Name of the Security
Holder (s)
Witness with name and address
FORM NO. SH.7
Notice to Registrar of any
[Pursuant to section 64(1) of the
Companies Act, 2013 and pursuant
to Rule 15 of the Companies (Share
Capital & Debentures) Rules, 2014]
alteration of share capital
Form language o English o Hindi
Refer the instruction kit for filing the form.
5. (a) In accordance with sub section (6) of section 62 of the Companies Act,2013, the authorised
capital of the
company has been increased consequent upon an order number
dated
(DD/MM/YYYY) of the
Union Government
State Government of
under sub section (4) of section 62 for conversion of
debentures
loan into
shares
Date of passing the order by Tribunal (if applicable)
Date of receipt of such order
(b) A copy of the aforesaid order was received by the company from the Central Government on
Date of passing the order by Tribunal (if applicable)
Date of receipt of such order
8.
In accordance with section 55, by a resolution of the Board of Directors at the meeting held on
the company has redeemed redeemable preference shares, the particulars of which are as under
(a) Description of Preference shares to be redeemed
(b) Date of issue of series of shares
(c) Date on which shares were fully paid up
(d) Due date of redemption of shares
(e) Actual date of redemption of shares
(f) Amount payable on redemption
i.
Number of preference shares
ii.
Face value per share
Amount (in Rupees)
iii. Carrying rate of dividend per share
iv.
Total nominal value
v.
Total premium paid on redemption, if any
(g) Preference shares redeemed out of
o
Profits of the company
Proceeds of fresh issue of shares
Amount (in Rupees)
Declaration
I*
,a
* (Drop down) {Values: Director/Manager/Company secretary/CEO/CFO} of the company declare that all the
requirements of the Companies Act, 2013 and the rules made thereunder have been complied with. I am authorized
by the board of directors to give this declaration and to sign and submit this Form. It is further declared and verified
that
(h) Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information
material to the subject matter of this form has been suppressed or concealed and is as per the original records
maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.
(i) All the required attachments have been completely, correctly and legibly attached to this form.
(j) I further declare that the company has paid correct stamp duty as per applicable Stamp Act.
*To be digitally signed by
DSC BOX
*Designation
*Director identification number of the director; or
DIN or PAN of the manager or CEO or CFO; or
Membership number of the company secretary
Attachments
1. Copy of the resolution for alteration of capital;
Attach
2.
Copy of order of Central Government;
3.
Copy of the order of the Tribunal;
Attach
Attach
4.
Copy of Board resolution authorizing redemption
of redeemable preference shares;
Attach
5.
Altered memorandum of association;
Attach
6.
Altered articles of association;
Attach
7.
Workings for calculation of ratios (in case of
conversion);
Attach
8.
Optional attachment(s), if any
Attach
FORM NO. SH.8
Letter of Offer
[Pursuant to section 68 of the
Companies Act, 2013 and Rule 17(2)
of the Companies (Share Capital &
Debentures) Rules, 2014]
Form language
o English o Hindi
Refer the instruction kit for filing the form.
1.
(a) *Corporate identity number (CIN) of the company
Pre-fill
(b) Global location number (GLN) of the company
2.
(a) Name of the company
(b) Address of registered office of the company
(c) email ID of the company
3.
(d) Date of Incorporation
Main division of industrial activity of the company
Description of the main division
4.
Particulars of directors and Key managerial personnel
DIN/PAN
5.
Full Name
Pre-fill All
Designation
Present Capital structure of the company
(a) Authorized capital of the company (in Rs.)
(i) Number of equity shares
Nominal amount per equity share
Total amount of equity shares (in Rs.)
(ii) Number of preference shares
Nominal amount per preference share
Total amount of preference shares (in Rs.)
(b) Subscribed capital of the company (in Rs.)
(i) Number of equity shares
Nominal amount per equity share
Total amount of equity shares (in Rs.)
(ii) Number of preference shares
Nominal amount per preference share
Total amount of preference shares (in Rs.)
6. Details of last buy back
(a) Date of completion of last buy-back
(b) Percentage of the share capital bought back to the total paid up share capital and free reserves
7.
8.
*Amount as on
(in Rupees)
a.
b.
c.
*Free reserves
*Securities Premium account
*Proceeds out of fresh issue of any shares or
other specified securities
d.
*Debt
Secured
Unsecured
Total
*Source of the buy-back would be
O Free reserves
(in %)
O Securities premium
O Proceeds out of fresh issue of shares or other specified securities
9.
O Debt
(a)*Date of Board of Directors resolution authorizing buy-back of securities
(b) (i) Date of passing the special resolution
(ii) Service request number of Form MGT.14
10. *Shareholding of the promoters, directors and key manager personnel of the company and also the
directors of such company which is promoter of the company
S.
No.
1
4
5
6
8
9
10
Particulars
Equity shares
Preference
convertible
(Number)
Other, If
any
(Number)
Total
(Number)
Preference
redeemable
(Number)
Number of shares as on the
date preceding to the date of
board meeting in which the
buy-back got approved
Shares purchased during the
period of 12 months
preceding the date of board
meeting approving buy-back
Shares purchased during the
period from date of board
meeting approving buy-back
till the date of letter of offer
Maximum price paid for the
above
Date on which the above
maximum price was paid
Shares sold during the
period of 12 months
preceding the date of board
meeting approving buy-back
Shares sold during the
period from date of board
meeting approving buy-back
till the date of letter of offer
Maximum price received for
the above
Date on which the above
maximum price was
received
Balance of number of shares
held as on the date of letter
of offer
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Amount)
(Amount)
(Amount)
(Amount)
(Date)
(Date)
(Date)
(Date)
(Average
amount)
-
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Amount)
(Amount)
(Amount)
(Amount)
(Date)
(Date)
(Date)
(Date)
(Average
amount)
-
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
11. *The shareholding pattern before buy-back of shares or other specified securities:
S.
No.
Category of security holders
Securities held before buyback as on
1.
Government(Central and State)
2.
Government Companies
3.
Public financial institutions
4.
Nationalized or other bank(s)
5.
Mutual Funds
6.
Venture Capital
7.
Foreign holdings (Foreign Institutional Investors, Foreign companies,
Non-resident Indians, Foreign financial institutions or Overseas
corporate bodies)
8.
Bodies Corporate (not mentioned above)
9.
Directors or relatives of directors
10.
Other top fifty shareholders (other than mentioned above)
11.
Others
12.
Total
Total number of shareholders
12. *Particulars of the securities authorized to be bought-back
Maximum Number of the shares or other securities
Minimum Number of the shares or other securities
Nominal value per security
Total amount of buy back
Percentage of total share capital and free reserves proposed to be bought back
13. *Objective of the buy-back
14. *Mode of buy-back
Existing security-holders on a proportionate basis
Open market
Odd-lots of listed securities
Employees Stock Option
Sweat equity
Any other mode
15.
*Article number authorizing buy-back
16. (a) *Date of opening of the offer
(b) *Proposed completion date of buy-back
(c)
*Proposed date of extinguishment of the certificates
17. Other terms and conditions of offer, if any
18. *Expected capital structure post buy-back (assuming maximum securities bought back as per plan)
(a) Authorized capital of the company (in Rs.)
(i) Number of equity shares
Nominal amount per equity share
Total amount of equity shares (in Rs.)
(ii) Number of preference shares
Nominal amount per preference share
Total amount of preference shares (in Rs.)
(b) Paid-up capital of the company (in Rs.)
(i) Number of equity shares
Nominal amount per equity share
Total amount of equity shares (in Rs.)
(ii) Number of preference shares
Nominal amount per preference share
Total amount of preference shares (in Rs.)
19. *Expected capital structure post buy-back (assuming minimum securities bought back as per plan)
(a) Authorized capital of the company (in Rs.)
(i) Number of equity shares
Nominal amount per equity share
Total amount of equity shares (in Rs.)
(ii) Number of preference shares
Nominal amount per preference share
Total amount of preference shares (in Rs.)
(b) Paid-up capital of the company (in Rs.)
(i) Number of equity shares
Nominal amount per equity share
Total amount of equity shares (in Rs.)
(ii) Number of preference shares
Nominal amount per preference share
Total amount of preference shares (in Rs.)
20. (a) *Debt to capital and free reserves ratio allowed to company
(b) *Pre buy-back debt to capital and free reserve ratio
(c) *Expected post buy-back debt to capital and free reserve ratio
(d) Details of Government notification for the ratio higher than 2:1, if any
Attachments
(1)
*Details of the promoters of the company
Attach
Attach
(2)
*Declaration by auditor(s)
(3)
*Copy of the board resolution
(4)
*Copy of the notice issued under section 68(3) along with the explanatory
Attach
Statement thereto,
Attach
Attach
Attach
(5)
*Audited financial statements of last three years.
(6)
Buy back details of last three years.
Attach
(7)
Management discussion and analysis (in case of listed company);
(8)
List of holding and subsidiary companies of the company;
Attach
Attach
(9)
Unaudited financial statement (if applicable);
Attach
(10)
Statutory approvals received (if any);
Attach
(11)
Details of the auditor, legal advisors, bankers and trustees (if any);
Attach
(12)
Optional attachments (if any)
Attach
Declaration
It is hereby declared that all the attachments and the information given in this form are true and correct to the
best
of my knowledge. Further declared that:
(a) All requirements of section 68(3) have been complied with.
(b) No defaults are subsisting in repayment of deposits or interest payment thereon, redemption of debentures or payment
of interest thereon or redemption of preference shares or payment of dividend to any shareholder or repayment of any
term loan or interest payable thereon to any financial institutions or banking company and the company is not
prohibited for buy-back by operation of law within the meaning of section 70 of the Act;
(c) The Board of directors has made a full enquiry into the affairs and prospects of the company and that they have formed
the opinion:
i.
as regards its prospects for the year immediately following the date of the letter of offer that, having regard
to their intentions with respect to the management of the companys business during that year and to the
amount and character of the financial resources which will in their view be available to the company during
ii.
that year, the company will be able to meet its liabilities as and when they fall due and will not be rendered
insolvent within a period of one year from that date; and
in forming their opinion for the above purposes, the directors have taken into account the liabilities as if the
company were being wound up under the provisions of the Companies Act, 2013 (including prospective
and contingent liabilities)
*To be digitally signed by
Designation (Drop down) (Values: Director, Managing Director)
*DIN
DSC Box
Designation
Director
*DIN
DSC Box
________________________________________________________________________________________
_____
Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for
false statement / certificate and punishment for false evidence respectively.
Declaration of Solvency
FORM NO. SH.9
[Pursuant to section 68(6) of the
Companies Act, 2013 and Rule
17(3) of the Companies (Share
Capital & Debentures) Rules,
2014]
Form language o English o Hindi
Refer the instruction kit for filing the form.
1.(a) *Corporate identity number (CIN) of the company
Pre-fill
(b) Global location number (GLN) of the company
2.(a) Name of the company
(b) Address of registered office of the company
(c) email Id of the company
3. (a) *Whether the company is listed
Yes
No
(b) Name of the stock exchange(s)
(c) Date of listing(s)
(d) Name of the merchant banker appointed
4.(a) *Date of Board of Directors resolution authorizing the buy-back of securities
(b) (i) Date of special resolution of members authorizing the buy-back of securities
(ii) Service request number of Form no. MGT.14
(iii) Date of filling form MGT.14
Attachments
(1)
*Copy of board resolution
Attach
(2)
*Statement of assets and liabilities
Attach
(3)
*Auditors report
Attach
(4)
*Affidavit as per rule 17(3)
Attach
(5)
Copy of Special Resolution
Attach
(6)
Optional Attachments , if any
Attach
Declaration
We solemnly declare that we have made a full enquiry into the affairs of the company including the
assets and liabilities of this company and have noted that the shareholders by a special resolution
dated
And/or the resolution passed by the Board at its meeting held on*
have approved the
buyback
of*
(in numbers)
(in words) shares
or
other specified securities as per the provisions of section 68 of the Companies Act, 2013.
Verified this day the*
day of *
To be digitally signed by two directors, one of whom shall be the Managing director (if any)
*Designation (Drop down)
DSC Box
(Values: Director, Managing Director)
*DIN
*Designation
DSC Box
Director
*DIN
___________________________________________________________________________
__
Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment
for false statement / certificate and punishment for false evidence respective
FORM NO. SH.11
[Pursuant to section 68(10) of the
Companies Act, 2013 and pursuant
to Rule 17(13) of the Companies
(Share Capital & Debentures)
Rules, 2014]
Form language o English o Hindi
Refer the instruction kit for filing the form.
Return in respect of
buy-back of securities
Declaration
I have been authorized by the board of directors resolution number *
*dated
to sign and submit this form. All the attachments and the information given in this form are true and correct to the best of my
knowledge. Further, on behalf of board of directors, I hereby confirm that full enquiry into the affairs and prospects of the
company and have formed the opinion
(i)
that immediately following the date on which the general meeting is convened there will be no grounds on which the company
could be found unable to pay its debts;
(ii)
(iii)
as regards its prospects for the year immediately following that date, that, having regard to their intentions with respect to the
management of the companys business during that year and to the amount and character of the financial resources which will in
their view be available to the company during that year, the company will be able to meet its liabilities as and when they fall due
and will not be rendered insolvent within a period of one year from that date; and
in forming their opinion for the above purposes, the directors have taken into account the liabilities(including prospective and
contingent liabilities) as if the company were being wound up under the provisions of the Companies Act, 2013.
*To be digitally signed by
DSC Box
*Designation
*Directors Identification number of the director; or
DIN or PAN of the Manager or CEO or CFO; or
Membership number of the Company secretary
Attachments
(13) *Description of shares or other specified securities bought back
Attach
(14) *Particulars relating to holders of securities before buy-back
Attach
(15) Copy of the special resolution passed at the general meeting
Attach
(16) *Copy of the board resolution
Attach
(17) *Balance sheet of the company
(18) *Certificate of compliance of buy-back rules according to rule 17(14)
Attach
Attach
(19) Optional attachments, if any
Attach
________________________________________________________________________________________
Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement /
certificate and punishment for false evidence respectively.
