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Substitution of rule 5C and insertion of Form Nos. 4B and 4C in Annexure A to the Companies (Central Government’s) General Rules and Forms, 1956 - GSR 788(E), - Companies LawExtract NOTIFICATION NO. GSR 788(E), DATED 24-11-1999, ISSUED BY THE DEPARTMENT OF COMPANY AFFAIRS, MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS Subject:- Substitution of rule 5C and insertion of Form Nos. 4B and 4C in Annexure A to the Companies (Central Government s) General Rules and Forms, 1956 GSR 788(E).- In exercise of the powers conferred by clauses ( a ) and ( b ) of sub-section (1) of section 642 of the Companies Act, 1956 (1 of 1956), read with sub-sections (6), (9) and (10) of section 77A of that Act, the Central Government hereby makes the following rules further to amend the Companies (Central Government s) General Rules and Forms, 1956, namely : 1. (1) These rules may be called the Companies (Central Government s) General Rules and Forms (Fourth Amendment) Rules, 1999. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Central Government s) General Rules and Forms, 1956, for rule (5C), the following rule shall be substituted, namely : 5C. Section 77A. - (1) A declaration of solvency under sub-section (6) of section 77A shall be in Form 4A. (2) The register of the securities bought back by a company under sub-section (9) of section 77A shall be in Form 4B. (3) The return relating to the buy-back of securities shall be in Form 4C. 3. In Annexure A to the Companies (Central Government s) General Rules and Forms, 1956, ( a ) after Form No. 4A, the following Forms shall be inserted, namely : Form No. 4B Companies Act, 1956 [ Pursuant to section 77A(9) ] ( See rule 5C also) Register of securities bought back by the (Indicate the name of the Company) 1. Date of member s special resolution authorising buy-back of securities. 2. Amount of securities authorised to be bought back. 3. Date up to which buy-back referred to at serial number 2 above to be completed. 4. Description of securities bought-back by the company : Sl. No. Folio No./Certificate number of securities bought-back Date of buy-back of securities Number of securities bought-back Category to which they belong (Preference/ Equity/Employees Stock Option/ Sweat equity, etc.) (1) (2) (3) (4) (5) Name of the last holder of security Reference to entry in register of members *Mode of buy- back of securities Face value of a security (Rs.) Buy-back value paid for a security (Rs.) (6) (7) (8) (9) (10) Total consideration paid for buy-back of securities (Rs.) Cumulative total of column 11 Date of cancellation of securities bought-back Date of Extinguishment of securities bought-back Date of physical destruction of securities bought-back (11) (12) (13) (14) (15) Remarks (16) *Indicate whether the securities have been bought back from the existing security-holders on a proportionate basis, or from the open market, or from odd-lots of listed securities, or from Employees Stock Option, or from Sweat Equity, or from any other mode, if so, indicate the mode. 5. Other relevant details, if any. Place : Signature of the person authorised to sign the register of members Date : Name of the above person : ............................................ Designation : ............................................ Company Seal Form No. 4C Companies Act, 1956 [ Pursuant to section 77A(10) ] ( See rule 5C also) Return in respect of buy-back of Securities (Please attach separate sheets, if necessary) 1. Name of the company : ..................................................... 2. Address of Registered Office of Company : ..................................................... 3. Registration Number of the company allotted by the Registrar of Companies : ..................................................... 4. Income-tax Permanent Account Number, under Income-tax Act, 1961 : ..................................................... 5. Whether the Company is listed (Indicate Yes or No) : Yes/No ........................................ 6. If listed, give the names of stock exchanges where listed and also indicate the date and other details : ..................................................... of listing of securities with each stock exchange ..................................................... 7. If listed, name of the merchant banker appointed by the company in terms of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 made under the Securities and Exchange Board of India Act, 1992 : ..................................................... ..................................................... ..................................................... 8. Details of capital as on (as per latest audited balance sheet) : ..................................................... Sl. No. Details of Capital Authorised Capital (Rs.) Subscribed Capital (Rs.) Paid-up Capital (Rs.) (1) (2) (3) (4) (5) 1. Equity 2. Preference : ( a ) Redeemable ( b ) Convertible 3. Others, if any Total 9. Free Reserves (as defined in clause ( b ) of Explanation to section 372A of Companies Act, 1956) As on ................ (as per latest audited balance sheet) : ..................................................... 10. Securities Premium Account : ..................................................... As on ................ (as per latest audited balance sheet) 11. Proceeds of any shares or other specified securities : ..................................................... As on ................ (as per latest audited balance sheet) 12. Debts : : ..................................................... As on ........ (as per the latest audited balance sheet) A. Secured : ..................................................... B. Unsecured : ..................................................... C. Total (A + B) : ..................................................... 13. Date of special resolution of members authorising buy-back of securities : ..................................................... 14. Amount of securities authorised to be bought-back : ..................................................... 15. Date up to which buy-back of securities to be completed : ..................................................... 16. Date on which earlier buy-back was authorised (give details of each earlier buy-back) : ..................................................... 17. Date on which the earlier buy-back was completed : ..................................................... 18. Debt to capital and free reserve ratio allowed for the company : ..................................................... 19. Details of Government approval for the ratio at serial number 18 above higher than 2 : 1. : ..................................................... 20. Whether there is any default in the following : ( a ) Repayment of deposit *Yes/No ( b ) Repayment of interest payable on deposits referred to ( a ) above Yes/No ( c ) Repayment of debentures Yes/No ( d ) Repayment of Preference shares Yes/No ( e ) Payment of dividend to shareholders Yes/No ( f ) Repayment of term loans to any financial institution/bank Yes/No ( g ) Repayment of interest on the term loans referred to ( f ) above Yes/No 21. Whether there is any default in complying with the provisions of following sections : A. Section 159 (relating to Annual Return) *Yes/No B. Section 207 (relating to payment of dividend) *Yes/No C. Section 211 (relating to balance sheet/profit and loss account) *Yes/No *Strike whichever is not applicable. 22. Description of securities bought-back by the company : (Please attach separate sheets, if necessary) Sl. No. Folio No./Certificate number of securities bought-back Date of buy-back of securities Number of securities bought-back Category to which they belong (Preference/ Equity/Employees Stock Option/ Sweat equity, etc.) (1) (2) (3) (4) (5) Name of the last holder of security Reference to entry in register of members *Mode of buy- back of securities Face value of a security (Rs.) Buy-back value paid for a security (Rs.) (6) (7) (8) (9) (10) Total consideration paid for buy-back of securities (Rs.) Cumulative total of column 11 Date of cancellation of securities bought-back Date of Extinguishment of securities bought-back Date of physical destruction of securities bought-back (11) (12) (13) (14) (15) Remarks (16) *Indicate whether the securities have been bought back from the existing security-holders on a proportionate basis, or from the open market, or from odd-lots of listed securities, or from Employees Stock Option, or from Sweat Equity, or from any other mode, if so, indicate the mode. 23. Particulars relating to holders of securities before buy-back : Sl. No. Date of buy- back Folio Number and Certificate Number of security bought-back Name of the last holder of security Reference to entry in Register of members (1) (2) (3) (4) (5) (Please attach separate sheets, if necessary) 24. Date of payment of consideration to all the shareholders from whom securities have been bought back. (Give details in respect of all such shareholders) 25. The shareholding pattern after buy-back of securities (Please attach separate sheets, if necessary) Sl. No. Category of security holders *Shareholding Pattern Securities held before buy-back as on . . . . . . . Securities held after buy-back as on . . . . . . . 1. Central Government 2. State Governments 3. Government Companies 4. Public Financial Institutions 5. Banks 6. Mutual Funds 7. Venture Capital 8. Foreign Holdings (FIIs/FCs/FFIs/NRIs/OCBs) 9. Bodies Corporates (Not mentioned above) 10. Employees Stock Option 11. Directors/Relatives of Directors 12. Sweat Equity 13. Others Indicate details in respect of each category of security bought back. Place: Signature : ................................................... Date: Name : ................................................... Designation : ...................................................
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