MCA notifies Companies (Share Capital and Debentures) Amendment Rules 2022



Quick Summary
The Ministry of Corporate Affairs (MCA) has introduced the Companies (Share Capital and Debentures) Amendment Rules 2022, updating the 2014 rules. A key change involves Form SH-4, now requiring a declaration regarding government approval for share transfers under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019. This amendment clarifies the process for share transfers and debenture-related activities.

MCA has notified Companies (Share Capital and Debentures) Amendment Rules 2022 to amend the Companies (Share Capital and Debenture) Rules, 2014.

Official copy of the notification has been mentioned below

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION
New Delhi, dated the 4th May, 2022

G.S.R. 335(E).- In exercise of the powers conferred by sub-section (1) and (3) of section 56 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:-

Companies Act Amendment 2022: Share Capital and Debentures Rules

1. Short title and commencement. 

(1) These rules may be called the Companies (Share Capital and Debentures) Amendment Rules, 2022.

(2) They shall come into force from the date of their publication in the Official Gazette. 2. In the Companies (Share Capital and Debentures) Rules, 2014, in the Annexure, in Form No.SH-4, before the Enclosures, the following declaration shall be inserted, namely.-

"Declaration:

  • Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares; or
  • Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith.".

[File 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, sub­section (i), vide number G.S.R. 265 (E), dated the 31st March, 2014 and last amended vide number G.S.R.113 dated the 11th February, 2021.

FAQ :

These are new rules introduced by the MCA to amend the existing Companies (Share Capital and Debenture) Rules, 2014.

The amendment rules come into force from the date of their publication in the Official Gazette.

The amendment introduces a new declaration in Form No. SH-4 concerning whether government approval is required for share transfers under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

The declaration states whether the transferee needs government approval for share transfer under FEMA (Non-debt Instruments) Rules, 2019, and if so, whether it has been obtained.

These rules are made in exercise of powers conferred by section 56 and section 469 of the Companies Act, 2013.




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