[TobepublishedintheGazetteoflndia,Extraordinary'PartII'Section3'
Sub-Section (i)l
                         Government of India
                  MINISTRY OF CORPORATE AFFAIRS

                                Notification
                                               New   Delhi,   1)tn JulY'201'6'

G.S.R.   ......(E).-In   exercise of the powers conferred by sub-sections (1)
and(2)ofsection46goftheCompaniesAct,2013(18of2013),theCentral
Government hereby makes the following rules further to amend
                                                              the

Companies (Share Capital and Debentures) Rules, 2014'namely"-
 1. (1) These rules may be called the Companies (Share Capital and
Debentures)    Third     Amendment Rules, 2016'

    (2) They shall come into force on the date of their publication in
                                                                       the
    Official Gazette.
2.IntheCompanies(ShareCapitalandDebentures)Rules'2014'(herein
                                                                             sub-
after referred to as the principal rules), in rule 4, in sub-rule (1)' after
clause (g), the following proviso shall be inserted, namely'-

 "Provided that a comPany may lssue equity shares with differential
                                                                              in
rights upon expiry of five years from the end of the financial Year
 which such default was made good.".
 3. In the principal rules, in rule 8, in sub-rule (4), after the
                                                                    first proviso'
 the following proviso shall be inserted, namely:-
 "Provided further that a startup company, as defined in notification
 number GSR 180(E) dated 17th February,2016 issued by the Department
 of Industrial Policy and Promotion, Ministry of Commerce and
                                                              Industry'
 Governmentoflndia,mayissuesweatequitysharesnotexceedingfifty
 percent of its paid up capital upto five years from the date of
                                                                 its
 incorporation or registration.".









                                         -t-
4. In the principal rules, in rule 12, in sub-rule(1), in clause (c), after sub-
clause (ii), the following proviso shall be inserted, namely.-
 "Provided that in case of a startup company, as defined in notification
number GSR 180(E) dated 17m February,2016 issued by the Department
of Industrial Policy and Promotion, Ministry of Commerce and Industry
Government of India,, Government of India, the conditions mentioned in
sub-clause (i) and (ii) shall not apply upto five years from the date of its
incorporation or registration.".
5. In the   principal rules, in rule 13, in sub-rule (2),-
(i) clause (c) shall be omitted.

(ii) for clause   (h), the following clause shall be substituted, namely:-
        "(h) where convertible securities are offered on a preferential basis
        with an option to apply for and get equity shares allotted, the
        price of the resultant shares pursuant to conversion shall be
        determined-
        (i) either upfront at the time when the offer of convertible
        securities is made, on the basis of valuation report of the
        registered valuer given at the stage of such offer, or

   (ii) at the time, which shall not be earlier than thirty days to the date
   when the holder of convertible security becomes entitled to apply for
   shares, on the basis of valuation report of the registered valuer given
   not earlier than sixty days of the date when the holder of convertible
   security becomes entitled to apply for shares:

   Provided that the company shall take a decision on sub-clauses (i) or
  (ii) at the time of offer of convertible security itself and make such
  disclosure under sub-clause (v) of clause (d) of sub-rule (2) of this rule.".
 6. In the principal rules, in rule 15, after the words "or a company
redeems any redeemable preference shares", the words "or a company
not having share capital increases number of its members" shall be
inserted.







                                            -2.
7. In the   principal rules, in rule 18,-
(A) in sub-rule (1),-
    (a) for clause (b), the following clause shall be substituted, namely:-
   "(b) Such an issue of debentures shall be secured by the creation of                 a
   charge on the properties or assets of the company or its subsidiaries or its
   holding company or its associates companies, having a value which is
   sufficient for the due repavment of the amount of debentures and interest
   thereon.";
    (b) in clause (d), for sub-clause (i), the following sub-clause shall be
   substituted, namely.-
    "(i) any specific movable property of the company or its holding
   company or subsidiaries or associate companies or otherwise.";
(B) in   sub-ruL (D.
      in clause (b), in sub-clause (ii) and (iii) for the words "of the value of
    (a)
    debentures" wherever they occur, the words "of the value of
    outstanding debentures" shall be substituted;
    (b) in clause (b), after sub-clause (iii), the following proviso shall be
   inserted, namely:-
    "Provided that where a company intends to redeem its debentures
   premafurely, it may provide for transfer of such amourt in Debenture
   Redemption Reserve as is necessary for redemption of such debentures
   even if it exceeds the limits specified in this sub-rule.".

                                               [F.No. 01/04 /2013CL-v (part-ll)l

                                                               
                                                 Amardeep Singh Bhatia, ft. Secy.
   Note:- The principal rules were published in the Gazette of India, Extraordinary, Part
   II, Section 3, sub-section (i) zride number G.S.R. 265(E), dated 31't March, 2014 and
   subsequentlv amended zride notifications as detailed below:-