REGISTERED No. D. 221 रजिस्ट्री सं ० डी० 221
भारत का राजपत्र The Gazette of India
असाधारण
EXTRAORDINARY
भाग II- खण्ड 3- उप ७०४ ( )
PART II- Section 3-Sub - Section ( i )
प्राधिकार से प्रकाशित
PUBLISHED BY AUTHORITY
नई दिल्ली, शुक्रवार, नदम्बर 4, 1966 / कार्तिक 13, 1888
सं ० 220] No. 220]
NEW DELHI , FRIDAY , NOVEMBER 4 , 1966 / KARTIKA 13 , 1888
इस भाग में भिग्न पृष्ठ संख्या दी जाती है जिससे कि यह अलग संकलन के रूप में रखा जा सके ।
Separate paging is given to this Part in order that it may be filed as a separate compilation .
MINISTRY OF FINANCE
(Dopartment of Economic Affairs )
(Office of the Controller of Capital Issues )
ORDERS
New Delhi , the 4th November 1966
G.S.R. 1705.-In exercise of the powers conferred by sub - section ( 1 ) of section 6 of the Capital Issues ( Control ) Act , 1947 ( 29 of 1947 ) , the Central Government hereby makes the following Order , namely:-
1. Short title. This Order may be called the Capital Issues ( Exemption ) Order , 1966.
2. Interpretation. The words and expressions used herein shall have the same meaning assigned to them in section 2 of the Capital Issues ( Control ) Act , 1947 , and clause 2 of the Capital Issues ( Exemption ) Order , 1961 .
3. Application of first exemption Order not barred - The exemption granted under this Order shall be in addition to , and not in derogation of , those granted under the Capital Issues ( Exemption ) Order , 1961 .
4. Certain issue of securities exempted from certain provisions of the Act.- ( 1 ) The following issue of securities shall be exempt from the provisions of sections 3 , 4 and 5 of the Act , namely , the issue of securities irrespective of the value of consideration involved by-
( i ) a private company as defined in section 3 of the Companies Act , 1956 (1 of 1956) ;
( 849 ) [PART II- THE GAZETTE OF INDIA EXTRAORDINARY
850
( 11 ) a Government company as defined in section 617 of the Companies Act , 1956 , provided that no portion of the issue of securities is made to the general public ;
( iii ) a banking company or an insurance company or a provident society incorporated as a copmany;
(2) Issue of securities proposed to be made by public companies shall be exempt from the provisions of sections 3 , 4 and 5 of the Act :
Provided that-
(i ) as a result of the proposed Issue the equity of the company is not less than one - half of its debt ;
Explanation 1 .-" debt " includes all borrowings repayable not earlier than five years from the date of borrowing ( whether debentures , loans or deferred payments including Interest thereon , for the purchase of capital equipment ) and preference shares redeemable not later than twelve years from the date of issue .
Explanation 2 .-- " equity " includes paid - up equity share capital , share premium free reserves , irredecmable preference shares and preference shares redeemable not earlier than twelve years from the date of issue .
( ii ) that as a result of the proposed issue the total paid - up preference share capital will not be more than one - third of the total paid - up equity share capital ;
( iii) where the securities issued by the company or a part thereof is for the purpose of taking over an existing business or assct , the take over is effected at the book value of such business or asset;
( iv) where a public company is formed on conversion of a private company , the consideration for issue of securities by the public company for taking over the private company as a going business or any part of the assets of the private company does not exceed the book value of the net assets so taken over of the private company ;
(v) no securities are issued . in consideration of re - valuation of assets or creation of any intangible or fictitious assets ;
(vi ) the issue price of the securities, to be issued is at par and not at a premium or discount ;
(vii ) any offer of securities for public subscription is such as to make the securities eligible for listing on a recognised stock exchange;
( viil ) where the issue of equity capital involves an offer for subscription by the public for the first time , the value of equity capital subscribed privately by the promoters , directors and their friends is not less than fifteen per cent . of the total issued equity capital , if it does not exceed one crore of rupees , twelve - and - a - half per cent . , if it does not excced two crores of rupecs and ten per cent . , if it is in excess of two crores of rupees .
5. Procedure for obtaining exemption . ( 1 ) A company desiring to avail itself of the exemption under this Order shall file with the Controller of Capital Issues a statement of its capital issues proposals in the form annexed to the Capital Issues (Application for Consent ) Rules , 1966 , notified under No. G.S.R. 600 , dated the 29th March , 1966 .
Explanation . The statement of proposals referred to in this sub - clause need not be accompanied by any fee .
( 2) Within thirty days of the receipt by the Controller of Capital Issues of the proposals under sub- clause ( 1 ) , he shall communicate in writing to the company whether or not he has any objection thereto .
(3 ) Where no objection has been made , the company shall state in a prominent place in its prospectus or statement in lieu of prospectus or letter of offer to its shareholders , as the case may be , that the issue of securities is being made in terms of the provisions of this Order .
6. Saving . Nothing contained in this Order-
( 1 ) shall apply to any issue of securities irrespective of the amount involv- ing the capitalisation of profits or reserves for the purpose of issuing additional capital or conversion of party paid - up shares into fully THE GAZETTE OF INDIA EXTRAORDINARY
SEC , 3 ( 1 ) ]
851
paid-up shares or for the increase of the paid - up value or par value of shares already issued by any company private or public including a banking company , or an Insurance company , or a provident society incorporated as a company ;
( ii) shall affect or be deemed to affect the power of the Central Government to modify in the public interest any proposal for the issue of securities by a public company desiring to avail itself of the exemption under this Order;
(iii ) shall be deemed to exempt any public company from obtaining the consent of the Central Government under the Act in respect of issues of all securities the terms of which , for whatsoever reasons , either do not satisfy the provisions of sub - clause ( 2 ) of clause 4 or have not been modified to meet the objections raised by the Controller of Capital Issues on receipt by him of the statement of proposals under clause 5
[ No. 2 ( 6 ) -CCI / 66 . ]
G.S.R. 1706.-In exercise of the powers conferred by sub- section ( 1 ) of section 6 of the Capital Issues ( Control ) Act, 1947 (29 of 1947 ) , the Central Government hereby makes the following Order to amend the Capital Issues ( Exemption ) Order , 1961 , namely :-
1. This Order may be called the Capital Issues ( Exemption ) Amendment Order , 1966 .
2. In the Capital Issues ( Exemption ) Order , 1961 , in clause 3-
(1) for sub - clauses ( d ) and ( e ) , the following sub - clauses shall be substituted , namely:-
" ( d) the loans granted , or debentures taken up , or bonds or promissory notes issued , by the Industrial Development Bank of India established under the Industrial Development Bank of India Act , 1964 ( 18 of 1904 ) , the Industrial Finance Corporation established under the Indus- trial Finance Corporation Act , 1948 ( 15 of 1948 ) , a State Financial Corporation established under the State Financial Corporation Act . 1951 ( 63 of 1951 ) . the Madras Industrial Investment Corporation Ltd. , the Industrial Credit and Investment Corporation of India Ltd. , the National Industrial Development Corporation of India Ltd. , the Ship- ping Development Fund Committee , the Life Insurance Corporation of India , the Rehabilitation Industries Corporation of India Ltd. , or a State Electricity Board constituted under the Electricity ( Supply ) Act , 1948 ( 54 of 1948 ) ;
( e ) the guarantees given by the Industrial Development Bank of India under clause ( e ) or clause ( f ) or clause ( g ) of sub- section ( 1 ) of section 9 of the Industrial Development Bank of India Act , 1964 dr by the Industrial Finance Corporation under clause ( b ) of sub - section ( 1 ) of section 23 of the Industrial Finance Corporation Act , 1948 or by the Central Government or a State Government under sub - section ( 2 ) of the said section 23 of the Industrial Finance Corporation Act , 1948 , or any other guarantees given or furnished by any other body or institution specified in sub - clause ( d ) ; "
( 2 ) for sub - clause ( 1 ) , the following sub - clause shall be substituted , namely :-
" ( j ) third party guarantee on behalf of a company in respect of
(i) the loans granted or debentures taken up by the institutions specifled in sub - clause ( d ) ; and
( ii ) the advances , overdrafts or guarantees , referred to in sub - clause ( f ) granted or furnished or to be granted or furnished by a banking institution , an insurance company , managing agents of a company , or the managing director or director of a company .
[ No. 2 ( 18 ) -CCI/ 66 . ]
M. K. VENKATACHALAM , Controller of Capital Issues .
PRINTED IN INDIA BY THE GENERAL MANAGER , GOVERNMENT OF INDIA PRESS , NEW DELHI AND PUBLISHED BY THE MANAGER OF PUBLICATIONS . DELHI , 1966