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REGISTERED No. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II - Section 3—Sub-section (ii)

PUBLISHED BY AUTHORITY

No. 15] NEW DELHI, FRIDAY, JANUARY 10, 1975/PAUSA 30,1896

Separate Paging is given to this Part in order that it may be filed as a separate compilation

MINISTRY OF FINANCE

(Department of Economic Affairs)

(Office of the Controller of Capital Issues)

NOTIFICATION

New Delhi, the 10th January 1975

S.O. 24(E).—In exercise of the powers conferred by section 12 of the Capital Issues (Control) Act, 1947 (29 of 1947), the Central Government hereby makes the following rules further to amend the Capital Issues (Application for Consent) Rules, 1966, namely:—

1. (i) These rules may be called the Capital Issues (Application for Consent) (Amend- ment) Rules, 1975.

(ii) They shall come into force on the date of their publication in the Official Gazette.

2 In the Capital femes (Application for Consent) Rules, 1966 (hereinafter referred to as the said rules), for rule 3, the following rule shall be substituted, namely:—

"3 Application for issue of capital:—All applications for the issue of capital under the Act. other than the securities exempted from the provisions of section 3. 4 and 5 of the Act by the Capital Issues (Exemption) Order, 1969, shall be made to the Controller of Capital Issues, Ministry of Finance, New Delhi, in conformity with the requirements laid down in the questionnaire specified- (b) in Schedule B annexed to these rules, in the, case of issue of bonus shares." than bonus shares; and

: (a) in Schedule B annexed to these rules, in the case of issue of bonus shares."

( 171 )

3. For the Schedule annexed to the sttid rules, tho following Schedules shall bo substi- tuted, namely:—

SCHEDULE-A

{See rule 3)

Application Form for Issue of Securities, other than Bonus Shares, under the Capital

issues {Control) Act, 1947

With a view to reducing the time-lag between the submission of the applications and their disposal to the minimum, the companies wishing to obtain consents or acknowledge- ments for their capital issue proposals under the Capital Issues (Control) Act, 1947 are advised to apply to the Controller of Capital Issues, Ministry of Finance, New Pe"U. only after the project for which the capital is proposed to be raised has been finally cleared in all respects by the concerned authorities including the administrative Ministry concerned. Prior clearances normally insisted upon by the Controller of Capital Issues are such as those, relating to Industrial licence. Capital Goods clearance, Foreign /Technical Collaboration Agreements, grant of term loans or underwriting support or subscriptions to be raised m>m the Financial Institutions. Where the provisions of the Companies Act 1956 (1 of.1956) or the Monopolies and Restrictive Trade Practices Act. 1969 (54 of 1969), are ^ c t ed necestf&ry clearance, from the Department of Company Affairs are also fo be obtained jTcasTof merger proposals, the order of the Couu under thc Companies Act 1956.and the dearances of the Department of Company Affairs to be furnished The applications should be accompanied by true copies of the documents conveymg the aforesaid clearances.

2. Application for consent to the issue of securities by companies should be^addressed to the Controller of Capital Issues, and should be made in the form of a.letter^wmen should include f n s ws to the Questions shown below as far 'as they are applicable.

enclosures) should be sent in quadruplicate.

PART A—GENERAL

, . . . p.

of which Equity

Total amount of the issue proposed Rs • • ^e b e n l u r ts Rs

TJ"I

, , . . . . . , . - .. r r e t e r e n ce KH

. . , . . • . . -•

1. Present or proposed name.

(If new company, name of promoters).

2. Date of Incorporation.

3. Corporate status whether public or private company and whether it is intended

to alter the status.

4. Whether Government or Non-Government Company.

5. Place of Registration and location of Head Office, giving the complete addresses,

if different.

⁷. Previous Application,-^ P ^ t a U t r U o n ^S to 'Sf&SSZJS•rs£K-s *&?&&& -—-.

(a) Date of application. (b) Number and date of consent order. fc) Amount of consent showing separately the amount consented against each security namely Equity shares,' Preference shares, Debentures, Bonus "hara, Loans etc.

(A) Indicate the capital subscribed and p'aid-up against each consent.

(el If refused, number and date of refusal.

8. Whether the company is covered by Part A of Chapter HI of the Monopolies and Restrictive Trade Practices Act, 1969, if so—

(a) Whether die company Has got itself registered in terms of section 26 of the SBIQ Act?

(h) Whether the purpose for which the capital is proposed to be raised cornea within the purview of sections 21 to 24 of the said Act7

(c) Whether the company has obtained the approval of the Central Government (Department of Company Affairs) under the abovementioned sections?

PART B—CAPITAL STRUCTURE AS ON DATE OF APPLICATION 1. Capital

(a) Authorised. (b) Issued. (c) Subscribed. (d) Paid up.

(e) If any part of (b), (c) and (d) had been raised under the Capital Issues (Exemption) Order 1969, give details.

Equity Shares

Preference Shares

No. of Shares Par value

Amount No. of shares

Par value

Amount per share

per share

2. Give particulars of preference shares under the following heads:—

(c) Details 'as to the terms of redemption and date/dates of redemption, if any. (d) Whether the preference shares are cumulative or non-cumulative. (Particulars are to be given for different series of preference shares and debentures separately.)

3. Indicate outstanding debentures according to date of issue, rate of interest, date of redemption, securities etc.

4. Indicate outstanding loans from Financial Institutions (other than Banks) and Government Agencies, etc. Give the details (e.g., amount, period, security, rate of interest) separately for each loan.

5. If the shares are partly paid up shares, indicate why the capital requirements cannot be met by further calls; on shares.

6 Indicate the total investments of the company and state the reasons for not using for the purpose in view and liquid or invested funds which may be or become available as an alternative to issuing new securities.

7. Indicate the existing equity and preference share holding of the company as per details given below:—

Equity

Pref. Share 8

No. of Bharcs

Face value

No. of shares

Percen- tage to the total equity

percen- tage to the Pref. Capital

Amount.

i _ .M i .J —

—1. 1 , • r— 1- 1- .J——. 1—' .- .- 1- ' —' —' -

5

4

2

3

i

•£•) Non-resident holdings:

(i) Direct by foreign com-

panies

(ii) Direct by individuals &

Others

iUl) Indirect holdings.

X X 3

4 3

00 Shares held by Promoters/Direct- ors, their friends and associates as defined in the Companies Act.

'(i) Promoters /Directors,

their Friends.

(ii) Associate* including associate companies.

(iii) Others in the Group.

Co) Public Financial/Developmental/ Institutions including State Finance Corporations!indicating the names.

Cd) i Central or State Government hold- ings.

Ce) Nationalised and other Banks.

CO

Companies registered under the Companies Act. (Specifying the names of large holdings)

i General Public.

i i • i

TOTAL——r-

8, Is the company directly or indirectly controlled by non-residents? 9. Please furnish the names of equity shareholders holding 3 per cent or more of the equity capital of the company and the total equity capital held by such persons.

P A RT C—OBJECTS OF ISSUE

1. Indicate in detail the objects of this issue. 2. State if a licence is required under the Industries (Development & Regulation) A c t,

1951, for the proposed project.

If so, indicate t he number and date(s) of letter of Intent/Licence (s)/against each: project, it granted to the company, enclosing copy/copies thereof. If thfr licenced) h ad expired, state if this/these was/were duly extended.

3. T he total -cost of each project according to the location of t he factory or Une

of business may be given under the following headings;—

Total

Rupee expendi- ture.

Foreign exchange expenditure (In Rupees)

(A) Capital Cost:

fa) L a nd (b) Bulidings (c) Plant and Machinery, (d) Other Services inculding Water, potfex, sewerage etc. (c) Cost of n . P . R . ., Consultants. (0 Pre-Incorporation expenses other than(a) to (e) _ (g) Other expenses including, expenses during initial

production.

(B) Working Capital.

TOTAL ——

4. If the estimates as stated in paragraph 3 above differ from the estimates sfated in an application alre'ady made under the Industries (Development & Regula- lation) Act, 1951, for the issue of a licence, the difference may be explained.

5. If manufacture is according to a phased programme, give the requirement of capital (Rupee expenditure and Foreign Exchange requirements) for each year till the projcct(s) is/iire completed.

6. If one of the objects of the issue is to repay a loan, state the purpose of the borrowing and whether the consent of the Controller of Capital Issues was obtained for that borrowing.

7. If an existing concern or assets are to be acquired, give the name, location, ownership and the purchase price. Furnish a set of balance sheets of the last five years, accompanied by a. valuation report by a valuer approved by the Government, of the assets proposed to be acquired, and justify the amount charged for goodwill, if 'any.

PART D—SOURCES OF FINANCE AND FOREIGN COLLABORATION

1. How is/are the project(s) proposed to be financed. Indicate details given below stating separately the source of financing in rupees and in foreign exchange, 2. (a) Capital already raised and expenditure incurred or set apart for the project(s).

(i) Internally generated funds (indicate the source).

(ii) Capital raised under the Capifal Issue* (Exemption) Order, 1969, (iii) Capital raised against consents) already given for the project,

(b) Capital expenditure to be met from the proposed issue of capital;—

No. of shares Par Value Amount Premium on shares, if any.

(i) Equity shares.

(ii) Preference shares. (iii) Debentures including Convertible

Debentures and Bonds,

(iv) Total amount of issue.

(c) Capita] expenditure to be met from sources other than the proposed issue of capital,

(i) Release of investments or from further call on shares.

(ii) Internally generated funds (Indicate the source). (iii) Loans from holding company, Directors or from the public.

(v) Loans from financial institutions indicating the names.

(vi) Deferred payment arrangements, (enclosing a copy of the 'agreement), (vii) Unsecured Public Deposit.

3. Indicate the issue to be made to foreign collaborators and non-resid"nts and foreign financial institutions slating the number of shares and the amount (in Rupee currency) of such issues securitywise:—

(a) Issues under any foreign collaboration agreement enclosing A copy thereof and the approval of the Government if it has been obtained.

NOTE.—With regard to (a) and (c) above, indicate the names of parties, their status (individuals or companies) and nationality or countries.

4. Give particulars of the extent and nature of any foreign collaboration in the form of consultancy or technical assistance agreements. Indicate the agreed royalty payments and provision for training of the Indian technicians.

f AKT ^^PARTICULARS OF ISSUES

1. General

(a) Whether the proposed issue is for cash?

(b) U the issue or part of tho issue is for consideration other than cash, give complete details as to:

" (i) The typo of security to be issued,

(ii) The consideration involved (e.g. purchase of assets, technical services, know-how, preliminary and pre-incorporation expenses, goodwill etc.).

(iii) The names of parties concerned and their present and proposed interest in the company.

(c) If the issue is to give effect to any merger or amalgamation scheme, Bjvo- W X o ns for the merger ,or amalgamation and details of the a n i m a t i on units in a separate Annexure to this application as follows:—

(i) Lines of business. (ii) Existing capital structure according to Part B of this application,

(ui) Dividends of the company for preceding five years,

(iv) Market quotation of the shares, if quoted. (v) A copy of the valuation report fixing the rate of exchang. of shares, (vi) Copies of special resolution passed by the companies in general meetings (vii) Copy of the Scheme and of the Order of a Court, if any, approving the scheme and a copy of the petition to a Court.

(viii) A list of common, shareholdings of the companies showing the interest of eacB in the companies.

"c^A-str= Maws st-a SMTVJK:

2. Issue Price

or at ryar if quoted at a premium, may be stated,

(b) In the case of existing companies state:—

(i) the rate " which shares of the same d a* as that proposed to be issued have

oo if tzrun r :r Me, r rn * *. -"~*""- -

and the name of the stock exchange;

(iii) dividends paid t>y the company for the preceding five years.

3: Particulars of Preference Shares and Debentures

(a) Rate of dividend/interest and whether taxable or tax free;

(b) The terms and date(s) of redemption, if any;

(c) Indicate the security to be offered in the case of debentures.

4. Particulars of loans, etc.

(b) Exact amount of loan.

S E T ." - -* 5 £ ?~ - °f — -* tew (d> payable, etc., nature of secunty.

5. Allotments

Indicate the proposed allotments of equity and preference shares and debentures stating the number, of shares, etc., and the amount involved, separately against the folllowinj headings:

(a) 'Rights' issue.

(b) Finn allotments to:—

(i) Foreign collaborators, (ii) Other non-residents. (iii) Promoters, directors and their friends and .relations. (iv) Financial institutions indicating the name of each institutions. (v) Central Government/State GoTemments. (vl) Companies Registered under the Companies Act:—

(I) Companies under 'same management',

(II) Inter connected companies aa defined in the Monopolies and Restrictive!

Trade Practices Act, 1969.

(c) Unreserted offer to be made to~the Public by prospectus (enclose two copies of

the draft thereof).

(d) Indicate the timing of the offer at (a), (b) and c) above.

(e) Indicate the manner in which the calls will be made on the shares till those are fully paid up.

6- Underwriting and Listing Arrangements,

(a) Has the company over issued equity capital by making a public offer through prospectus? If §0, the details thereof.

(b) If the issue by prospectus is to be underwritten, indicate the particulars under the following headings: (i) Name(s) of the underwriters; (ii) Proposed underwriting obligation; (iii) Commission or brokerage payable;

(c) State whether the company proposes to get its shares/debentures listed on the Stock Exchanged).

(d) Indicate the interest, if fcny, of the promoters, directors, etc. in the underwriting arrangements.

PART F—MISCELLANEOUS

1. Indicate the interest in the company of Promoters and Directors, as under:—~~ (a) Name, qualifications and address.

(b) Occupation and" nationality. (c) Position or connection with the company as Chairman, Managing Director, Director, Promoter.

(d) Equity or preference shares held or proposed to be held in the company.

(e) Extent of any existing interest or proposed interest other than (d) above. (f) Directorships held in other companies indicating their names.

2. State whether all the Directors have agreed in writing to serve.

3. The applicant may give here any lurcher information in support of the request, e.g., data regarding estimated profitability of the project and tho rate of return dH ffie capital employed.

PART G—CERTIFICATE FROM COMPANY'S AUDITORS TO THE FOLLOWING EFFECT

We have verified tho information furnished in the above application of the company for issue of fresh capital and find the same as correct. We also certify that we have receiv- ed all the information required by us for the verification.

Wo herctby certify that the requirements of clause 5 of the Capital Issues (Exemption) Order, 1969 have been fully met by the company for the issue of acknowledgement/ consent by the Controller of Capital Issues according to the information furnished to us and to the best i of our knowledge.

Signature:- • —

Auditor.

Place: Date: Enclosures

(i) Treasury receipt for the requisite application fee credited to "104—Other General Economic Services—Other receipts—Receipt towards issue of capital under the Capital Issues (Control) Act, 1947".

(ii) Two copies of the Memorandum and Articles of Association. Qii) Particulars pf previoua applications. (iv) Latest audited balance sheet and Profit and Loss Account and Auditors' report to the shareholders.

(v) List of existing non-resident shareholders. (vi) Copy of letter of Intent/Licence issued under the Industries (Development & Regulation) Act, 1951, if any.

(vii) Copy of the approval by the Central Government of the terms of foreign collaboration, if any.

(viii) Copy of foreign collaboration agreement, if any. (ix) Draft prospectus (two copies), if issue is through a prospectus.

(x) Particulars of Directors, Prpmotors, etc.

(xi) Other documents, as required.

SCHEDULE B

(See.rule 3)

Application form for Issue of bonus shares under Capital Issues (Control) Act, 1947

Application for consent to the issue of Bonus Shares should be addressed to the Controller of Capital Issues, Ministry of Finance, New Delhi, and should be made in tho form of a letter which should include answers to the question shown below as rar as they are applicable.

NOTE.—The answers should foHow the order of these questions and the short title of each question should be quoted against the corresponding ™™- T h e .a n™£ s h™g be so worded that the letter can be read independently of the form. The letter (with enclosures) nhould be sent in dnplicate.

PART A—GENERAL

Total amount of the issue proposed Rs. — — in the ratio of —

Bonus Shares for — equity shares:

1. Name of the company.

2. Date of incorporation.

3. Corporate status, whether public or private company and whether it is intended to alter the •tatua.

4. Whether Government or non-Government company.

5. Place of Registration and location of Head Office, giving the complete addresses, if different.

6. Present business: Describe fully the company's present or proposed lines of business according to the location of its factories. Mere reference to the objectives stated in the Memorandum of Association will not be acceptable),

7 Previous applications: Give particulars under the headings as detailed below (M a serrate A n n e x e) of any application previously made to the Govern- ment of India iince 17th May, 1943 or to the Government of any former State in this connection by or on behalf of the same p'artics.

(d) Date of application, (b) Number and date of consent order.

(c) Amount of consent. (d) If refused, number and date of refusal. (c) Dates of announcements of last Bonus Issue and proposed Bonus Issue. (f) Number of Bonus Issues made during the last five years and the dates on

which the Bonus Issues were made.

(g) Date- of enlistment of last Bonus Tssue with Stock Exchange. (In the cases of unlisted shares, the date of actual despatch of share certificates and in the case of private limited companies, the date of allotment of last Bonus Issue).

8. Indicate in detail the objects of the Bonus Issue.

PART B—CAPITAL STRUCTURE AS ON DATE OF APPLICATION

1. Capital:

Equity Shares

Preference Shares

Amount

Amount

No. of Shares

Value per share

No. of shares

Value per share

I

2

6

5

3

4

(a) Authorised.

(b) Issued. (c) Subscribed.

d) Paid up.

(e) Ifany part of(t),(c) and (d) has been raised under Exemption Order, give details.

(2) Details of partly paid up shares, if any:— (3) Indicate the equity and preference share holding of the company, as per details given below:—

preference Total

amount/ percentage

No. of share holders

share amount Percentage

Equity share amount Percentage

(a) Non-resident holdings:—

(i) Direct. (il) Indirect

(Enclose a list of (i) & (ii) as s separate Annexure).

(b) Directors, their friends, relatives and associates as defined in the Companies Act.

(i) Directors.

(ii) Friends, relatives and asso- ciates Including Associate

companies.

(c) Public financial institutions indicating

the names.

(d) Central Government or State Govern-

ment.

(e) Cinipaiies registered under the

Companies Act.

(f) Others.

TOTAL

(4) Is the company directly or indirectly controlled by non-residents?

(5) Details of dividends paid in the last five years.

PART C—PARTICULARS OF RESIDUAL RESERVES AND PRE-TAX PROFITS NOTE.—A copy of the General Body Resolution authorising capitalisation of Reserve!

should be furnished.

1. Residual Reserves Test

(a) Total of Reserves including Development Rebate Reserve (As on ) Ri. as under:

(i{) General Reserves (ii) Developnsnt Rebate Reserves (iii) Dividend Equalisation Reserves (iv) Profit and Loss Account Surplus (v) Other fret Reserves, if any.

(b) Less

Rs.

Deductions, of any, on account of proposed dividend, contingent liabili- ties, gratuity etc.

(—0 • (c) Balance free Reserves abailable for capitalisation.! —' —

(d) Amount proposed to be capitalised

> (e) Increased capital tfould be — >— • (f) Reduced reserves Would be

• •—• (g") Percentage of Reduced reserves to increased paid up capii al: Rec'uctd ictencsx ico

increased paid py capita'

2. Profitability (.Prt-rax Profits) Test

Net Profits before tax

Development Reb ate Reserves.

Total profits before tax Year

i

3

2 +3

( I)

(2)

(3)

TOTAL • -

(a) Average Profits:—

(b) 30 per cent of the average:

(c) Deduct Dividend on preference shares, if any:

(d) Balance available:

(e) 9 per cent on the increased paid up equity capital:

3. Dividend proposed to be declared on the enhanced capital.

PART D—MISCELLANEOUS

Indicate the interest in the company of Promoters and Directors

(a) Name, qualifications and address.

(b) Occupation and nationality.

(c) Position or connection with the company as Chairman, 'Managing Director, Dir"o> tor, Promoter.

(d) Equity or preference shares held or proposed to b" held in the coMpany.

(e) Extent of any existing interest other than (d) abof".

(f) Directorships held in other companies indicating th"ir names.

PART E—AUDITOR'S CERTIFICATE TO THE FOLLOWING EFFECT

We have verified the information furnished by the company la the above application for issue of bonus ihares and find trie same as correct. W" also certify that we havo received all tho information required by us for the verification.

Wo hereby certify that the proposal contained in the application for the issue ot bonus shares meet* all tho requirement* of the guidelines in forc" issued by the Govern- ment in this regard according to the information furnished to us and to the best of our knowledge.

Signatmr*:-

Place:

Auditors.

Date:

Enclosures

(1) Treasury receipt for the application fee credited to "104—Other General Econo- mic Services—Other receipts—Receipt towards issue of capital under the Capital issues. (Control) Act, 1947".

(ii) Copy of the Memorandum and Articles of Association,

(iii) Particulars of previous appplication(s),

(iv) Latest audited balance sheets and profit and loss accounts for the last three- years and Auditors' report to the shareholders.

(v) List of existing non-resident shareholders,

(vi) Particulars of Directors, Promoters, etc.

(vii) Other documents, as required.

I_ shri — — in my capacity aa — —

solemnly affirm that the facts stated above are true to the best of my knowledge an* nothing has been withheld.

Signature:- •—

Name in Capital Letters.

Principal Officer of the Company."

[No. F. 2(4)-CCI/73]

R. M. BHANDARI,

Jt. Secy. & Controller "f Capital Issues.

few. 3(li)-j fttt: GAZE"E OF OtolA EX*RAOfef>lKARY 193

PRINTED BY THE MANAGER, GOVERNMENT OP INDIA PRESS MINTO ROAD, NEW

DELHI AND PUBLISHED BY THE CONTROLLER OP PUBLICATIONS, DELHI, 1 9 75