Matters requiring share capital and debentures

The company formed may be have some matters requiring share capital and debentures. All the rights of the company may viewed registration and their denture capitals.

Kinds of share capital

Rules through with which a company may have equity share capital with differential rights may be specified. The incorporation of a company have different kinds of share capitals. Once it is verified, it may have certain formalities to proceed their registration activities.

Matters requiring certificate of shares

Manner of issue of the duplicate thereof or a certificate of shares or the form of such certificate. The particulars to be entered in the register of members and other matters may be specified.

Application of premiums received on issue of shares

Class of companies which may assign securities premium account for paying equity shares of the company or writing off the expenses or the commission or discount allowed on any issue of equity shares may be specified.

Issue of sweat equity shares

Rules in accordance with which an unlisted company may provide sweat equity shares may be specified.The private limited company may varied on these kind of equity shares to preference shares.

Issue and redemption of preference shares

  • Conditions, subject to which a company may provide redeemable preference shares may be specified.
  • Percentage of shares which on an annual basis shall be redeemed. If a company is providing redeemable preference shares, having redemption period more than 20 years.
  • Class of companies which can pay the premium (if any), on redemption  of the company may be authorized for their registration.

Transfer and transmission of securities

  • Form of instrument of transfer may be specified.
  • Period within which the instrument of transfer is to be delivered to the company is to be specified.
  • Manner of notice to transferee of application made by transferor for transfer of partly paid up shares may be specified.

Matters requiring share capital and debentures

Rectification of register of members

Form of appeal to tribunal in which any person or any member or company may file an appeal for rectification in the register of members may be specified. The share capitals and debentures may provide various transaction with the company nominal account.

Further issue of share capital

  • Conditions subject to which a company may issue further shares to employees under a scheme of employees’ stock option.
  • Conditions subject to which the price of shares issued to any person under this section is determined by the valuation report of a registered valuer.

Issues of onus shares

Conditions other than the specified ones which shall be compiled by the company providing fully paid up bonus shares by capitalizing its profits or secures. The shares of one person company (OPC) may have certain restrictions of issue of these shares.

Notice to be given to registrar for alteration of share capital

Form of notice is which is to specified by the registration of a company with ROC for changes of share capital to be prescribed.

Restriction on purchase by company or giving of loans by it for purchase of its shares

  • Conditions in accordance with which the company may offer money for the purchase of or subscription for fully paid-up shares in the company or its holding company. If the purchase of or the subscription for the shares held by trustees for the benefit of the employees or such shares held by the employee of the company.
  • Manner of disclosure in the board’s report for the voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

Power of company to purchase its own securities

  • Rules in accordance with which the unlisted companies can do buy-back.
  • Form of declaration of solvency may be specified.
  • Particulars other than the specified ones which are to be entered in the buy-back register may be specified.
  • Particulars which are to be specified in the return to be registered by the company after completion of the buy-back may be mentioned.



  • Terms and conditions subject to which secured debentures may be provided by a company may be specified.
  • Conditions governing the appointment of debenture trustees may be specified.
  • Rules in accordance with which debenture trustee shall take steps to protect the interests of the debenture holders and redress their grievances may be specified.
  •  The procedure for the debenture holders to inspect the trust deed and to obtain copies thereof, quantum of debenture redemption reserve needed to be created and such other matters may be specified by government.

Power to nominate

  • The process in which holder of securities may nominate any person is to be specified.
  • The way in which joint holders of securities may nominate is to be specified.
  • The process in which nomination may be varied or cancelled is to be specified.
  • In case where the nominee is minor, manner in which holder may appoint any person other than the minor to be entitled to the securities, in the event of the death of the nominee during his minority is to be specified.

Acceptance of deposits by companies

  • Rules, subject to which a company may receive deposits from its members may be specified in discussion with RBI.
  • Form and manner of particulars other than the mentioned, which shall be contained in the circular inviting deposits may be authorized.
  • The procedure and extent of providing deposit insurance may be specified.
  • Net worth or turnover, if a public limited company wants to receive deposits from persons or  its members may be specified.
  • Rules, subject to which a public limited company may receive deposits from persons or its members is to be suggested by central government in consultation with RBI.
  • Rules, in accordance with which, a company may create a charge on its assets, after accepting deposits from the public may be specified.

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