Applicable Laws
Securities Contracts (Regulation) Act, 1956
The Securities and Exchange Board of India Act,1992.
The Depositories Act, 1996
The Companies Act, 1956
Foreign Exchange Management Act, 1999
Income Tax Act, 1961
The Indian Stamp Act 1899
The Benami Transactions (Prohibition) Act 1988
Tuesday, October 7, 2008
Wednesday, October 1, 2008
ICA Section 78. Application of premiums received on issue of shares
78. Application of premiums received on issue of shares
(1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called "the 1[securities] premium account"; and the provisions of this Act relating to the reduction of the 1[securities] capital of a company shall, except as provided in this section, apply as if the 1[securities] premium account were paid-up 1[securities] capital of the company.
(2) The 1[securities] premium account may, notwithstanding anything in sub-section (1), be applied by the company-
(a) in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares;
(b) in writing off the preliminary expenses of the company;
(c) in writing off the expenses of, or commission paid or discount allowed on, any issue of shares or debentures of the company; or
(d) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the company.
(3) Where a company has, before the commencement of this Act, issued any shares at a premium, this section shall apply as if the shares had been issued after the commencement of this Act.
Provided that any part of the premiums which has been so applied that it does not at the commencement of this Act form an identifiable part of the company's reserves within the meaning of Schedule VI, shall be disregarded in determining the sum to be included in the 1[securities] premium account.
1. Subs. by Act 21 of 1999, sec. 5, "share" (w.r.e.f. 31-10-1998).
(1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called "the 1[securities] premium account"; and the provisions of this Act relating to the reduction of the 1[securities] capital of a company shall, except as provided in this section, apply as if the 1[securities] premium account were paid-up 1[securities] capital of the company.
(2) The 1[securities] premium account may, notwithstanding anything in sub-section (1), be applied by the company-
(a) in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares;
(b) in writing off the preliminary expenses of the company;
(c) in writing off the expenses of, or commission paid or discount allowed on, any issue of shares or debentures of the company; or
(d) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the company.
(3) Where a company has, before the commencement of this Act, issued any shares at a premium, this section shall apply as if the shares had been issued after the commencement of this Act.
Provided that any part of the premiums which has been so applied that it does not at the commencement of this Act form an identifiable part of the company's reserves within the meaning of Schedule VI, shall be disregarded in determining the sum to be included in the 1[securities] premium account.
1. Subs. by Act 21 of 1999, sec. 5, "share" (w.r.e.f. 31-10-1998).
ICA Section. 60B. Information memorandum
60B. Information memorandum
1[60B. Information memorandum.
(1) A public company making an issue of securities may circulate information memorandum to the public prior to filing of a prospectus.
(2) A company inviting subscription by an information memorandum shall be bound to file a prospectus prior to the opening of the subscription lists and the offer as a red-herring prospectus, at least three days before the opening of the offer.
(3) The information memorandum and red-herring prospectus shall carry same obligations as are applicable in the case of a prospectus.
(4) Any variation between the information memorandum and the red-herring prospectus shall be highlighted as variations by the issuing company.
Explanation.- For the purposes of sub-sections (2), (3) and (4), "red-herring prospectus" means a prospectus which does not have complete particulars on the price of the securities offered and the quantum of securities offered.
(5) Every variation as made and highlighted in accordance with sub-section (4) above shall be individually intimated to the persons invited to subscribe to the issue of securities.
(6) In the event of the issuing company or the underwriters to the issue have invited or received advance subscription by way of cash or post-dated cheques or stock-invest, the company or such underwriters or bankers to the issue shall not encash such subscription moneys or post-dated cheques or stock-invest before the date of opening of the issue, without having individually intimated the prospective subscribers of the variation and without having offered an opportunity to such prospective subscribers to withdraw their application and cancel their post-dated cheques or stock-invest or return of subscription paid.
(7) The applicant or proposed subscriber shall exercise his right to withdraw from the application on any intimation of variation within seven days from the date of such intimation and shall indicate such withdrawal in writing to the company and the underwriters.
(8) Any application for subscription which is acted upon by the company or underwriters or bankers to the issue without having given enough information of any variations, or the particulars of withdrawing the offer or opportunity for cancelling the post-dated cheques or stock invest or stop payments for such payments shall be void and the applicants shall be entitled to receive a refund or return of its post-dated cheques or stock-invest or subscription moneys or cancellation of its application, as if the said application had never been made and the applicants are entitled to receive back their original application and interest at the rate of fifteen per cent from the date of encashment till payment of realisation.
(9) Upon the closing of the offer of securities, a final prospectus stating therein the total capital raised, whether by way of debt or share capital and the closing price of the securities and any other details as were not complete in the red-herring prospectus shall be filed in a case of a listed public company with the Securities and Exchange Board and Registrar, and in any other case with the Registrar only.]
1. Ins. by Act 53 of 2000, sec. 22 (w.e.f. 13-12-2000).
1[60B. Information memorandum.
(1) A public company making an issue of securities may circulate information memorandum to the public prior to filing of a prospectus.
(2) A company inviting subscription by an information memorandum shall be bound to file a prospectus prior to the opening of the subscription lists and the offer as a red-herring prospectus, at least three days before the opening of the offer.
(3) The information memorandum and red-herring prospectus shall carry same obligations as are applicable in the case of a prospectus.
(4) Any variation between the information memorandum and the red-herring prospectus shall be highlighted as variations by the issuing company.
Explanation.- For the purposes of sub-sections (2), (3) and (4), "red-herring prospectus" means a prospectus which does not have complete particulars on the price of the securities offered and the quantum of securities offered.
(5) Every variation as made and highlighted in accordance with sub-section (4) above shall be individually intimated to the persons invited to subscribe to the issue of securities.
(6) In the event of the issuing company or the underwriters to the issue have invited or received advance subscription by way of cash or post-dated cheques or stock-invest, the company or such underwriters or bankers to the issue shall not encash such subscription moneys or post-dated cheques or stock-invest before the date of opening of the issue, without having individually intimated the prospective subscribers of the variation and without having offered an opportunity to such prospective subscribers to withdraw their application and cancel their post-dated cheques or stock-invest or return of subscription paid.
(7) The applicant or proposed subscriber shall exercise his right to withdraw from the application on any intimation of variation within seven days from the date of such intimation and shall indicate such withdrawal in writing to the company and the underwriters.
(8) Any application for subscription which is acted upon by the company or underwriters or bankers to the issue without having given enough information of any variations, or the particulars of withdrawing the offer or opportunity for cancelling the post-dated cheques or stock invest or stop payments for such payments shall be void and the applicants shall be entitled to receive a refund or return of its post-dated cheques or stock-invest or subscription moneys or cancellation of its application, as if the said application had never been made and the applicants are entitled to receive back their original application and interest at the rate of fifteen per cent from the date of encashment till payment of realisation.
(9) Upon the closing of the offer of securities, a final prospectus stating therein the total capital raised, whether by way of debt or share capital and the closing price of the securities and any other details as were not complete in the red-herring prospectus shall be filed in a case of a listed public company with the Securities and Exchange Board and Registrar, and in any other case with the Registrar only.]
1. Ins. by Act 53 of 2000, sec. 22 (w.e.f. 13-12-2000).
ICA Section. 60A. Filing of Shelf prospectus.
60A. Filing of Shelf prospectus.
1[60A. Filing of Shelf prospectus.
(1) Any public financial institution, public sector bank or scheduled bank whose main object is financing shall file a shelf prospectus.
(2) A company filing a shelf prospectus with the Registrar shall not be required to file prospectus afresh at every stage of offer of securities by it within a period of validity of such shelf prospectus.
(3) A company filing a shelf prospectus shall be required to file an information memorandum on all material facts relating to new charges created, changes in the financial position as have occurred between the first offer of securities, previous offer of securities and the succeeding offer of securities within such time as may be prescribed by the Central Government, prior to making of a second or subsequent offer of securities under the shelf prospectus.
(4) An information memorandum shall be issued to the public along with shelf prospectus filed at the stage of the first offer of securities and such prospectus shall be valid for a period of one year from the date of opening of the first issue of securities under that prospectus:
Provided that where an update of information memorandum is filed every time an offer of securities is made, such memorandum together with the shelf prospectus shall constitute the prospectus.
Explanation.-For the purpose of this section, -
(a) "financing" means making loans to or subscribing in the capital of, a private industrial enterprise engaged in infrastructural financing or, such other company as the Central Government may notify in this behalf;
(b) "Shelf prospectus" means a prospectus issued by any financial institution or bank for one or more issues of the securities or class of securities specified in that prospectus.
1. Ins. by Act 53 of 2000, sec. 22 (w.e.f.13-12-2000).
1[60A. Filing of Shelf prospectus.
(1) Any public financial institution, public sector bank or scheduled bank whose main object is financing shall file a shelf prospectus.
(2) A company filing a shelf prospectus with the Registrar shall not be required to file prospectus afresh at every stage of offer of securities by it within a period of validity of such shelf prospectus.
(3) A company filing a shelf prospectus shall be required to file an information memorandum on all material facts relating to new charges created, changes in the financial position as have occurred between the first offer of securities, previous offer of securities and the succeeding offer of securities within such time as may be prescribed by the Central Government, prior to making of a second or subsequent offer of securities under the shelf prospectus.
(4) An information memorandum shall be issued to the public along with shelf prospectus filed at the stage of the first offer of securities and such prospectus shall be valid for a period of one year from the date of opening of the first issue of securities under that prospectus:
Provided that where an update of information memorandum is filed every time an offer of securities is made, such memorandum together with the shelf prospectus shall constitute the prospectus.
Explanation.-For the purpose of this section, -
(a) "financing" means making loans to or subscribing in the capital of, a private industrial enterprise engaged in infrastructural financing or, such other company as the Central Government may notify in this behalf;
(b) "Shelf prospectus" means a prospectus issued by any financial institution or bank for one or more issues of the securities or class of securities specified in that prospectus.
1. Ins. by Act 53 of 2000, sec. 22 (w.e.f.13-12-2000).
ICA Section. 60. Registration of prospectus
60. Registration of prospectus
(1) No prospectus shall be issued by or on behalf of a company or in relation to an intended company unless, on or before the date of its publication, there has been delivered to the Registrar for registration a copy thereof signed by every person who is named therein as a director or proposed director of the company or by his agent authorised in writing, and having endorsed thereon or attached thereto-
(a) Any consent to the issue of the prospectus required by section 58 from any person as an expert; and
(b) in the case of a prospectus issued generally, also-
(i) a copy of every contract required by clause 16 of Schedule II to be specified in the prospectus, or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof; and
(ii) where the persons making any report required by Part II of that Schedule have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in clause 32 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefor.
(2) Every prospectus to which sub-section (1) applies shall, on the face of it,-
(a) state that a copy has been delivered for registration as required by this section; and
(b) specify any documents required by this section to be endorsed on or attached to the copy so delivered, or refer to statements included in the prospectus which specify those documents.
1[(3) The Registrar shall not register a prospectus unless the requirements of sections 55, 56, 57 and 58 and sub-sections (1) and (2) of this section have been complied with and the prospectus is accompanied by the consent in writing of the person, if any, named therein as the auditor, legal adviser, attorney, solicitor, banker or broker of the company or intended company, to act in that capacity.]
(4) No prospectus shall be issued more than ninety days after the date on which a copy thereof is delivered for registration; and if a prospectus is so issued, it shall be deemed to be a prospectus a copy of which has not been delivered under this section to the Registrar.
(5) If a prospectus is issued without a copy thereof being delivered under this section to the Registrar or without the copy so delivered having endorsed thereon or attached thereto the required consent or documents, the company, and every person who is knowingly a party to the issue of the prospectus, shall be punishable with fine which may extend to 2[fifty thousand rupees].
1. Substituted by Act 65 of 1960, sec. 17, for sub-section (3) (w.e.f. 28-12-1960).
2. Subs. by Act 53 of 2000, sec. 21, for "five thousand rupees" (w.e.f. 14th. December, 2000).
(1) No prospectus shall be issued by or on behalf of a company or in relation to an intended company unless, on or before the date of its publication, there has been delivered to the Registrar for registration a copy thereof signed by every person who is named therein as a director or proposed director of the company or by his agent authorised in writing, and having endorsed thereon or attached thereto-
(a) Any consent to the issue of the prospectus required by section 58 from any person as an expert; and
(b) in the case of a prospectus issued generally, also-
(i) a copy of every contract required by clause 16 of Schedule II to be specified in the prospectus, or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof; and
(ii) where the persons making any report required by Part II of that Schedule have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in clause 32 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefor.
(2) Every prospectus to which sub-section (1) applies shall, on the face of it,-
(a) state that a copy has been delivered for registration as required by this section; and
(b) specify any documents required by this section to be endorsed on or attached to the copy so delivered, or refer to statements included in the prospectus which specify those documents.
1[(3) The Registrar shall not register a prospectus unless the requirements of sections 55, 56, 57 and 58 and sub-sections (1) and (2) of this section have been complied with and the prospectus is accompanied by the consent in writing of the person, if any, named therein as the auditor, legal adviser, attorney, solicitor, banker or broker of the company or intended company, to act in that capacity.]
(4) No prospectus shall be issued more than ninety days after the date on which a copy thereof is delivered for registration; and if a prospectus is so issued, it shall be deemed to be a prospectus a copy of which has not been delivered under this section to the Registrar.
(5) If a prospectus is issued without a copy thereof being delivered under this section to the Registrar or without the copy so delivered having endorsed thereon or attached thereto the required consent or documents, the company, and every person who is knowingly a party to the issue of the prospectus, shall be punishable with fine which may extend to 2[fifty thousand rupees].
1. Substituted by Act 65 of 1960, sec. 17, for sub-section (3) (w.e.f. 28-12-1960).
2. Subs. by Act 53 of 2000, sec. 21, for "five thousand rupees" (w.e.f. 14th. December, 2000).
ICA Section 56. Matters to be stated and reports to be set out in prospectus
56. Matters to be stated and reports to be set out in prospectus
(1) Every prospectus issued-
(a) by or on behalf of a company, or
(b) by or on behalf of any person who is or has been engaged or interested in the formation of a company,
shall state the matters specified in Part I of Schedule II and set out the reports specified in Part II of that Schedule; and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.
(2) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any of the requirements of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.
(3) No one shall issue any form of application for shares in or debentures of a company, unless the form is accompanied 1[by a memorandum containing such salient features of a prospectus as may be prescribed] which complies with the requirements of this section:
2[Provided that a copy of the prospectus shall, on a request being made by any person before the closing of the subscription list, be furnished to him:
Provided further that] this sub-section shall not apply if it is shown that the form of application was issued either-
(a) in connection with a bona fade invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or
(b) in relation to shares or debentures which were not offered to the public.
If any person acts in contravention of the provisions of this sub-section, he shall be punishable with fine which may extend to 3[fifty thousand rupees].
(4) A director or other person responsible for the prospectus shall not incur any liability by reason of any non-compliance with, or contravention of, any of the requirements of this section, if-
(a) as regards any matter not disclosed, he proves that he had no knowledge thereof; or
(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters which, in the opinion of the Court dealing with the case, 4[were immaterial], or was otherwise such as ought, in the opinion of that Court, having regard to all the circumstances of the case, reasonably to be excused:
Provided that no director or other person shall incur any liability in respect of the failure to include in a prospectus a statement with respect to the matters specified in clause 18 of Schedule II, unless it is proved that he had knowledge of the matters not disclosed.
(5) This section shall not apply-
(a) to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or
(b) to the issue of a prospectus or form of application relating to shares or debentures which are, or are to be, in all respects uniform with shares or debentures previously issued and for the time being dealt in or quoted on a recognised stock exchange;
but subject as aforesaid, this section shall apply to a prospectus or a form of application, whether issued on or with reference to the formation of a company or subsequently.
(6) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or under this Act apart from this section.
1. Subs. by Act 31 of 1988, sec. 8, for "by a prospectus" (w.e.f. 31-5-1991).
2. Substituted by Act 31 of 1988, sec. 8, for "Provided that" (w.e.f. 31-5-1991).
3. Substituted by Act 53 of 2000, sec. 17, for "five thousand ruppes" (w.e.f. 13-12-2000).
4. Substituted by Act 52 of 1964, sec. 3 and Sch. II, for "was immaterial" (w.e.f. 29-12-1964).
(1) Every prospectus issued-
(a) by or on behalf of a company, or
(b) by or on behalf of any person who is or has been engaged or interested in the formation of a company,
shall state the matters specified in Part I of Schedule II and set out the reports specified in Part II of that Schedule; and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.
(2) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any of the requirements of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.
(3) No one shall issue any form of application for shares in or debentures of a company, unless the form is accompanied 1[by a memorandum containing such salient features of a prospectus as may be prescribed] which complies with the requirements of this section:
2[Provided that a copy of the prospectus shall, on a request being made by any person before the closing of the subscription list, be furnished to him:
Provided further that] this sub-section shall not apply if it is shown that the form of application was issued either-
(a) in connection with a bona fade invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or
(b) in relation to shares or debentures which were not offered to the public.
If any person acts in contravention of the provisions of this sub-section, he shall be punishable with fine which may extend to 3[fifty thousand rupees].
(4) A director or other person responsible for the prospectus shall not incur any liability by reason of any non-compliance with, or contravention of, any of the requirements of this section, if-
(a) as regards any matter not disclosed, he proves that he had no knowledge thereof; or
(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters which, in the opinion of the Court dealing with the case, 4[were immaterial], or was otherwise such as ought, in the opinion of that Court, having regard to all the circumstances of the case, reasonably to be excused:
Provided that no director or other person shall incur any liability in respect of the failure to include in a prospectus a statement with respect to the matters specified in clause 18 of Schedule II, unless it is proved that he had knowledge of the matters not disclosed.
(5) This section shall not apply-
(a) to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or
(b) to the issue of a prospectus or form of application relating to shares or debentures which are, or are to be, in all respects uniform with shares or debentures previously issued and for the time being dealt in or quoted on a recognised stock exchange;
but subject as aforesaid, this section shall apply to a prospectus or a form of application, whether issued on or with reference to the formation of a company or subsequently.
(6) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or under this Act apart from this section.
1. Subs. by Act 31 of 1988, sec. 8, for "by a prospectus" (w.e.f. 31-5-1991).
2. Substituted by Act 31 of 1988, sec. 8, for "Provided that" (w.e.f. 31-5-1991).
3. Substituted by Act 53 of 2000, sec. 17, for "five thousand ruppes" (w.e.f. 13-12-2000).
4. Substituted by Act 52 of 1964, sec. 3 and Sch. II, for "was immaterial" (w.e.f. 29-12-1964).
ICA Section 55A. Powers of Securities and Exchange Board of India
55A. Powers of Securities and Exchange Board of India
1[55A. Powers of Securities and Exchange Board of India
The provisions contained in sections 55 to 58, 59 to 84, 108, 109, 110, 112, 113, 116, 117, 118, 119, 120, 121, 122, 206, 206A and 207, so far as they relate to issue and transfer of securities and non-payment of dividend shall,-
(a) in case of listed public companies;
(b) in case of those public companies which intend to get their securities listed on any recognized stock exchange in India,
be administered by the Securities and Exchange Board of India; and
(c) in any other case, be administered by the Central Government.
Explanation.- For removal of doubts, it is hereby declared that all powers relating to all other matters including the matters relating to prospectus, statement in lieu of prospectus, return of allotment, issue of shares and redemption of irredeemable preference shares shall be exercised by the Central Government, 2[Tribunal] or the Registrar of Companies, as the case may be.]
1. Ins. by Act 53 of 2000, sec. 16 (w.e.f. 13-12-2000).
2. Substituted by Act 11 of 2003, sec. 9, for "Company Law Board".
1[55A. Powers of Securities and Exchange Board of India
The provisions contained in sections 55 to 58, 59 to 84, 108, 109, 110, 112, 113, 116, 117, 118, 119, 120, 121, 122, 206, 206A and 207, so far as they relate to issue and transfer of securities and non-payment of dividend shall,-
(a) in case of listed public companies;
(b) in case of those public companies which intend to get their securities listed on any recognized stock exchange in India,
be administered by the Securities and Exchange Board of India; and
(c) in any other case, be administered by the Central Government.
Explanation.- For removal of doubts, it is hereby declared that all powers relating to all other matters including the matters relating to prospectus, statement in lieu of prospectus, return of allotment, issue of shares and redemption of irredeemable preference shares shall be exercised by the Central Government, 2[Tribunal] or the Registrar of Companies, as the case may be.]
1. Ins. by Act 53 of 2000, sec. 16 (w.e.f. 13-12-2000).
2. Substituted by Act 11 of 2003, sec. 9, for "Company Law Board".
ICA Section 55. Dating of prospectus
55. Dating of prospectus
A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
Indian Companies Act Section 3. Definitions of "company"
3. Definitions of "company", "existing company", "private company" and "public company"
(1) In this Act, unless the context otherwise requires, the expressions "company", "existing company", "private "company" and "public company" shall, subject to the provisions of subsection (2), have the meanings specified below:
(i) "company" means a company formed and registered under this Act or an existing company as defined in clause (ii);
(ii) "existing company" means a company formed and registered under any of the previous companies laws specified below:
(a) any Act or Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866) and repealed by the Act;
(b) the Indian Companies Act, 1866 (10 of 1866);
(c) the Indian Companies Act, 1882 (6 of 1882);
(d) the Indian Companies Act, 1913 (7 of 1933);
(e) the Registration of Transferred Companies Ordinance 1942 (54 of 1942); and
1[(f) any law corresponding to any of the Acts or the Ordinance aforesaid and in force-
(1) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or
(2) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), 2[in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968) insofar as other corporations are concerned];] and
3[(g) the Portugese Commercial Code 4[***], in so far as it relates to "sociedades anonimas";]
(iii) "private company" 5[means a company which has a minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed, and by its articles,-]
(a) restricts the right to transfer its shares, if any;
(b) limits the number of its members to fifty not including-
(i) persons who are in the employment of the company, and
(ii) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased; and
(c) prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company;
6[(d) prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives:]
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this definition, be treated as a single member;
7[(iv) "public company" means a company which-
(a) is not a private company;
(b) has a minimum paid-up capital of five lakh rupees or such higher paid-up capital, as may be prescribed;
(c) is a private company which is a subsidiary of a company which is not a private company.]
(2) Unless the context otherwise requires, the following companies shall not be included within the scope of any of the expressions defined in clauses (i) to (iv) of sub-section (1), and such companies shall be deemed, for the purposes of this Act, to have been formed and registered outside India:-
(a) a company the registered office whereof is in Burma, Aden or Pakistan and which immediately before the separation of that country from India was a company as defined in clause (i) of sub-section (1);
8[***]
6[(3) Every private company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than one lakh rupees, shall, within a period of two years from such commencement, enhance its paid-up capital to one lakh rupees.
(4) Every public company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than five lakh rupees, shall within a period of two years from such commencement, enhance its paid-up capital to five lakh rupees.
(5) Where a private company or a public company fails to enhance its paid-up capital in the manner specified in sub-section (3) or sub-section (4), such company shall be deemed to be a defunct company within the meaning of section 560 and its name shall be struck off from the register by the Registrar.
(6) A company registered under section 25 before or after the commencement of Companies (Amendment) Act, 2000 shall not be required to have minimum paid-up capital specified in this section.]
1. Subs. by Act 62 of 1956, sec. 2 and Sch., for clause (f) (w.e.f. 1-11-1956).
2. Ins. by Act 25 of 1968, sec. 2 and Sch. (w.e.f. 15-8-1968).
3. Ins. by Goa, Daman and Diu (Laws) No. 2 Regulation, 1963.
4. The words "Carta Lei of the 11th April, 1901" omitted by Act 52 of 1964, sec. 3 and Sch. II (w.e.f. 29-12-1964).
5. Subs. by Act 53 of 2000, sec. 3, for "means a company which, by its articles,-" (w.e.f. 13-12-2000).
6. Ins. by Act 53 of 2000, sec. 3 (w.e.f. 13-12-2000).
7. Subs. by Act 53 of 2000, sec. 3, for clause (iv) (w.e.f. 13-12-2000).
8. Clause (b) omitted by Act 62 of 1956, sec. 2 and Sch. (w.e.f. 1-11-1956).
(1) In this Act, unless the context otherwise requires, the expressions "company", "existing company", "private "company" and "public company" shall, subject to the provisions of subsection (2), have the meanings specified below:
(i) "company" means a company formed and registered under this Act or an existing company as defined in clause (ii);
(ii) "existing company" means a company formed and registered under any of the previous companies laws specified below:
(a) any Act or Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866) and repealed by the Act;
(b) the Indian Companies Act, 1866 (10 of 1866);
(c) the Indian Companies Act, 1882 (6 of 1882);
(d) the Indian Companies Act, 1913 (7 of 1933);
(e) the Registration of Transferred Companies Ordinance 1942 (54 of 1942); and
1[(f) any law corresponding to any of the Acts or the Ordinance aforesaid and in force-
(1) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or
(2) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), 2[in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968) insofar as other corporations are concerned];] and
3[(g) the Portugese Commercial Code 4[***], in so far as it relates to "sociedades anonimas";]
(iii) "private company" 5[means a company which has a minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed, and by its articles,-]
(a) restricts the right to transfer its shares, if any;
(b) limits the number of its members to fifty not including-
(i) persons who are in the employment of the company, and
(ii) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased; and
(c) prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company;
6[(d) prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives:]
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this definition, be treated as a single member;
7[(iv) "public company" means a company which-
(a) is not a private company;
(b) has a minimum paid-up capital of five lakh rupees or such higher paid-up capital, as may be prescribed;
(c) is a private company which is a subsidiary of a company which is not a private company.]
(2) Unless the context otherwise requires, the following companies shall not be included within the scope of any of the expressions defined in clauses (i) to (iv) of sub-section (1), and such companies shall be deemed, for the purposes of this Act, to have been formed and registered outside India:-
(a) a company the registered office whereof is in Burma, Aden or Pakistan and which immediately before the separation of that country from India was a company as defined in clause (i) of sub-section (1);
8[***]
6[(3) Every private company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than one lakh rupees, shall, within a period of two years from such commencement, enhance its paid-up capital to one lakh rupees.
(4) Every public company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than five lakh rupees, shall within a period of two years from such commencement, enhance its paid-up capital to five lakh rupees.
(5) Where a private company or a public company fails to enhance its paid-up capital in the manner specified in sub-section (3) or sub-section (4), such company shall be deemed to be a defunct company within the meaning of section 560 and its name shall be struck off from the register by the Registrar.
(6) A company registered under section 25 before or after the commencement of Companies (Amendment) Act, 2000 shall not be required to have minimum paid-up capital specified in this section.]
1. Subs. by Act 62 of 1956, sec. 2 and Sch., for clause (f) (w.e.f. 1-11-1956).
2. Ins. by Act 25 of 1968, sec. 2 and Sch. (w.e.f. 15-8-1968).
3. Ins. by Goa, Daman and Diu (Laws) No. 2 Regulation, 1963.
4. The words "Carta Lei of the 11th April, 1901" omitted by Act 52 of 1964, sec. 3 and Sch. II (w.e.f. 29-12-1964).
5. Subs. by Act 53 of 2000, sec. 3, for "means a company which, by its articles,-" (w.e.f. 13-12-2000).
6. Ins. by Act 53 of 2000, sec. 3 (w.e.f. 13-12-2000).
7. Subs. by Act 53 of 2000, sec. 3, for clause (iv) (w.e.f. 13-12-2000).
8. Clause (b) omitted by Act 62 of 1956, sec. 2 and Sch. (w.e.f. 1-11-1956).
Brazilian Petroleum Corporation - PETROBRAS -Shibosai Bond Issue 2006
Brazilian Petroleum Corporation - PETROBRAS
(e) Japanese Yen Bonds
On September 27, 2006, PifCo concluded a private placement of securities in the Japanese capital market (“Shibosai”) for a total of ¥35 billion (US$298) due September 2016. The issue was a private placement in Japanese market with a partial guarantee of Japan Bank for International Cooperation (JBIC) and bears interest at the rate of 2.15% per annum, payable semiannually. In the same date, PifCo entered into a swap agreement with Citibank, swapping the total amount of this debt to a U.S. dollar denominated debt. PifCo used the proceeds principally to finance PNBV, an affiliate, for construction of lines interconnecting the P-51, P-52 and P-53 production platforms to the PRA-1 autonomous repumping unit. See note 20(d).
http://msnmoney.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=5805371&SessionID=5RgcWZDBP11rCl9#PBRAFINANCIALUSGAAP4Q07_6K_HTM_PAGE_46
(e) Japanese Yen Bonds
On September 27, 2006, PifCo concluded a private placement of securities in the Japanese capital market (“Shibosai”) for a total of ¥35 billion (US$298) due September 2016. The issue was a private placement in Japanese market with a partial guarantee of Japan Bank for International Cooperation (JBIC) and bears interest at the rate of 2.15% per annum, payable semiannually. In the same date, PifCo entered into a swap agreement with Citibank, swapping the total amount of this debt to a U.S. dollar denominated debt. PifCo used the proceeds principally to finance PNBV, an affiliate, for construction of lines interconnecting the P-51, P-52 and P-53 production platforms to the PRA-1 autonomous repumping unit. See note 20(d).
http://msnmoney.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=5805371&SessionID=5RgcWZDBP11rCl9#PBRAFINANCIALUSGAAP4Q07_6K_HTM_PAGE_46
ABB ADRs ISSUE 2001
June 1 2001
Citibank Depositary Receipt Services has arranged a NewYork Stock Exchange-listed ADR program for ABB, the Zurich-based engineering conglomerate. The underlying registered shares trade on the Swiss Exchange.The ratio of depositary shares to registered shares is one to four.
ABB, which operates in 140 countries, previously had a Rule 144a facility sponsored by Citibank. Holders of ADSs in the private facility have the option of exchanging them for the NYSE-listed ADSs.
ABB did not issue any new shares as part of the listing and has no immediate plans to use its NYSE-- listed stock as an acquisition currency.
Under a Rule 144a facility a company may only offer shares for sale to qualified institutions and professional investors.
http://www.allbusiness.com/public-administration/national-security-international/1038827-1.html
Citibank Depositary Receipt Services has arranged a NewYork Stock Exchange-listed ADR program for ABB, the Zurich-based engineering conglomerate. The underlying registered shares trade on the Swiss Exchange.The ratio of depositary shares to registered shares is one to four.
ABB, which operates in 140 countries, previously had a Rule 144a facility sponsored by Citibank. Holders of ADSs in the private facility have the option of exchanging them for the NYSE-listed ADSs.
ABB did not issue any new shares as part of the listing and has no immediate plans to use its NYSE-- listed stock as an acquisition currency.
Under a Rule 144a facility a company may only offer shares for sale to qualified institutions and professional investors.
http://www.allbusiness.com/public-administration/national-security-international/1038827-1.html
Private placement of ABB Ltd shares in 1999
ABB announces private placement of ABB Ltd shares with institutional investors
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN
Zurich, Switzerland, June 25, 1999 - ABB announced today that it is offering approximately 5.1 million shares to institutional investors in Europe and the US to pre-fund the acquisition of the ABB AB shares not tendered in the recently concluded exchange offer. Based on the closing price on June 24, the size of the placement amounts to approximately US$ 480 million.
On June 21, 1999, ABB Ltd announced the results of the ABB AG and ABB AB exchange offers that were undertaken to create the new single-class ABB share.
Acceptances of the ABB AG exchange offer represented 97.2 percent of the capital and 98.0 percent of the votes in ABB AG. As described in the exchange offer prospectus, ABB Ltd will initiate the process to acquire the remaining non-tendered ABB AG shares in exchange for ABB Ltd shares. The required ABB Ltd shares are included in the shares issued and will be held as treasury stock until completion of the process.
Acceptances for the ABB AB exchange offer during the acceptance period that ended on June 15, 1999, corresponded to 95.2 percent of the share capital and 97.2 percent of the votes of ABB AB. After the extended acceptance period that ended on June 24, the acceptance level increased to approximately 96.6 percent of the share capital and 98.0 percent of the votes of ABB AB. As described in the exchange offer prospectus, ABB, through a subsidiary, intends to initiate the procedure to acquire for cash the non-tendered ABB AB shares, representing approximately 3.4 percent of the share capital of ABB AB. ABB has decided to issue the corresponding ABB Ltd shares and place them with institutional investors. The proceeds of the placement will be used to fund the acquisition of the ABB AB shares that were not tendered.
Morgan Stanley Dean Witter is the book-running lead-manager for the placement. Credit Suisse First Boston and Enskilda Securities are joint lead-managers.
ABB is a globalized technology and engineering company serving customers in power generation, transmission, and distribution; automation; oil, gas, and petrochemicals; industrial products and contracting; and financial services. ABB employs about 200,000 people in more than 100 countries.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, OR TO ANY U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”) ITS TERRITORIES OR POSESSIONS. THE SHARES OF ABB LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS.
The above information has been approved by Morgan Stanley & Co. Limited (which is regulated by the Securities and Futures Authority Limited), solely for the purposes of Section 57 of the Financial Services Act 1986. Morgan Stanley & Co. Limited is acting for ABB Asea Brown Boveri Ltd in connection with the exchange offers and no one else and will not be responsible to anyone other than ABB Asea Brown Boveri Ltd for providing advice in relation to the exchange offers.
http://www.abb.com/cawp/seitp202/C1256C290031524B4125679B0059ACBB.aspx
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN
Zurich, Switzerland, June 25, 1999 - ABB announced today that it is offering approximately 5.1 million shares to institutional investors in Europe and the US to pre-fund the acquisition of the ABB AB shares not tendered in the recently concluded exchange offer. Based on the closing price on June 24, the size of the placement amounts to approximately US$ 480 million.
On June 21, 1999, ABB Ltd announced the results of the ABB AG and ABB AB exchange offers that were undertaken to create the new single-class ABB share.
Acceptances of the ABB AG exchange offer represented 97.2 percent of the capital and 98.0 percent of the votes in ABB AG. As described in the exchange offer prospectus, ABB Ltd will initiate the process to acquire the remaining non-tendered ABB AG shares in exchange for ABB Ltd shares. The required ABB Ltd shares are included in the shares issued and will be held as treasury stock until completion of the process.
Acceptances for the ABB AB exchange offer during the acceptance period that ended on June 15, 1999, corresponded to 95.2 percent of the share capital and 97.2 percent of the votes of ABB AB. After the extended acceptance period that ended on June 24, the acceptance level increased to approximately 96.6 percent of the share capital and 98.0 percent of the votes of ABB AB. As described in the exchange offer prospectus, ABB, through a subsidiary, intends to initiate the procedure to acquire for cash the non-tendered ABB AB shares, representing approximately 3.4 percent of the share capital of ABB AB. ABB has decided to issue the corresponding ABB Ltd shares and place them with institutional investors. The proceeds of the placement will be used to fund the acquisition of the ABB AB shares that were not tendered.
Morgan Stanley Dean Witter is the book-running lead-manager for the placement. Credit Suisse First Boston and Enskilda Securities are joint lead-managers.
ABB
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, OR TO ANY U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”) ITS TERRITORIES OR POSESSIONS. THE SHARES OF ABB LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS.
The above information has been approved by Morgan Stanley & Co. Limited (which is regulated by the Securities and Futures Authority Limited), solely for the purposes of Section 57 of the Financial Services Act 1986. Morgan Stanley & Co. Limited is acting for ABB Asea Brown Boveri Ltd in connection with the exchange offers and no one else and will not be responsible to anyone other than ABB Asea Brown Boveri Ltd for providing advice in relation to the exchange offers.
http://www.abb.com/cawp/seitp202/C1256C290031524B4125679B0059ACBB.aspx
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