“Provided that in case of a startup company, as defined in notification number GSR 180(E) dated 17 th 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.
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 repayment 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-rule (7),-
(a) in clause (b), in sub-clause (ii) and (iii) for the words “of the value of 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 prematurely, it may provide for transfer of such amount 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. 01/04/2013 CL-V (part-II)] AMARDEEP SINGH BHATIA, Jt. Secy.
¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 5 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 31 st March, 2014 and subsequently amended vide notifications as detailed below:- Sl.No. Notification number Date
1. G.S.R. 413 (E) 18.06.2014
2. G.S.R. 210 (E) 18.03.2015
3. G.S.R. 439 (E) 29.05.2015
4. G.S.R. 841 (E) 06.11.2015
5. G.S.R. 290 (E) 10.03.2016
6. G.S.R. 358 (E) 29.03.2016 Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064 and Published by the Controller of Publications, Delhi-110054.