GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
New Delhi the 21st January, 2023
G.S.R .—In exercise of the powers conferred under sub-section (2) of section 42, sub-clause (ii) of clause (a) of 43, sub-clause (d) of sub-section (1) of section 54, sub-section (2) of section 55, sub-sections (1) and (3) of section 56, sub-section (1) of section (62)m clause (f) of subsection (2) of section 63, sub-section (10 of section 64, clause(b) of sub- section(3) of section 6,7, sub-sections (2) and (6) of section 68, sub-sections (9) and (10) of section 68, subsections (3) and (6) of section 71, sub-section (13) of section 71 and sub-sections (1) and (2) section 72, read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capital and Debenture) Rules, 2014, namely:-
1. Short title and commencement. _ (1) These rules may be called the Companies (Share Capital and Debentures) Amendment Rules, 2023.
(2) They shall come into force with effect from 23rd January, 2023.
2. In the Companies (Share Capital and Debentures) Rules, 2014-
(a) for sub-rule (14) of rule 17, for sub-rule (14), the following sub-rule shall be substituted namely-
“(14) There shall be a declaration with the return filed with the Registrar in Form No. SH.11, signed by two directors of the company including the managing director, if any, certifying that the buy-back of securities has been made in compliance with the provisions of the Act and the rules made thereunder.”;
(b) in Annexure
(i) for Form No. SH-7, Form No. SH-8, and Form No. SH-9 the following forms shall be substituted, namely.-
Form No. SH-7
Notice to Registrar of any alteration of share capital
[Pursuant to section 64(1) of the Companies Act, 2013 and rule 15 of the Companies (Share Capital and Debentures) Rules, 2014]
Form No. SH-8
Letter of offer
[Pursuant to section 58 of the Companies Act, and rule 17(2) of the Companies (Share Capital Debentures) Rules, 2014]
Form No. SH-9
Declaration of solvency
[Pursuant to section 68(6) of the Companies Act, 2013 and rule 17(3) of the Companies(Share Capital and Debentures) Rules, 2014]
F. No. 1/04/2013-CL-V, Part-IV]
MANOJ PANDEY, Joint Secretary
Note : The principal rules were published in the Gazette of India, Extraordinary, Part-II, section 3, sub-section (i), vide number G.S.R. 265 (E), dated the 31st March, 2014 and last amended vide number G.S.R.335(E) dated the 04th May, 2022.