Understanding the Companies Share Capital and Debentures Amendment Rules, 2023

Understanding the Companies Share Capital and Debentures Amendment Rules, 2023

The Companies Share Capital and Debentures Amendment Rules, 2023, are a crucial regulatory update that seeks to enhance the corporate finance landscape. These rules bring about significant changes concerning share capital and debentures for companies.

The amendments cover a range of areas, including issuing shares at a discount, private placement conditions, and debenture redemption. The main purpose is to simplify processes, improve transparency, and adapt to changing market trends.

These rules have important implications for various stakeholders, such as companies, investors, and regulatory bodies. They oversee critical mechanisms for raising capital and managing financial instruments.

As businesses adapt to these changes, a more transparent framework for equity and debt transactions is anticipated. This framework will help build investor confidence and encourage sound financial practices within the corporate sector.

A brief to the Companies (Share and Debentures) Amendment Rules, 2023

The Companies (Share Capital and Debentures) Amendment Rules, 2023 were released by the Ministry of Corporate Affairs (MCA) on January 21, 2023. These updated rules aim to modernize and improve regulations pertaining to share capital and debentures in companies. The amendments seek to modify the existing Companies (Share Capital and Debentures) Rules of 2014.

The amendments primarily aim to modify several forms, including SH-7, SH-8, SH-9, and others, that serve important functions. For instance, the SH-7 form is used to notify the Registrar of any changes in share capital. Additionally, the SH-8 form is utilized to issue­ a letter of offer.

Furthermore, these forms serve the purpose of declaring solvency, which is accomplished by completing the SH-9 form. Additionally, these forms have other responsibilities pertaining to these functions.

Companies operating in India must adhere to the updated forms and corresponding requirements which started from January 2023.

Major Changes made in Forms SH-7, SH-8, SH-9, SH-11, and SH-15

In various corporate processes, specific forms like SH-7, SH-8, SH-9, SH-11, and SH-15 are required. These forms relate to share capital and debentures. Let’s explore the significance of these forms and any changes that have been made to them.

Form SH-7: Notification to Registrar of any change in share capital

This form helps to notify the Registrar of Companies about any modifications or updates to the capital structure of a company. This ensures that the Registrar is kept informed of changes such as increasing or decreasing authorized share capital, issuing additional shares, or any other relevant adjustments.

Amendments made:

  • Voting conducted by attendees at the general assembly.
  • You can use the­ form to request the cancellation of shares that haven’t been issued yet in one class and to increase shares in another class. Furthermore, the form must be accompanied by a functional tool for calculating ratios in the event of a conversion.

Form SH-8: Offer Letter

The document known as SH-8 is used as a formal letter of offer to current shareholders of a company. It becomes relevant when a company intends to provide its shareholders with the opportunity to purchase additional shares or debentures. The form includes information about the offer, such as the terms, conditions, and procedures for exercising the right to purchase additional securities.

Amendments made:

  • There have been cases where deposits, interest, debentures, preference shares, term loans, interest on term loans, and dividends have not been repaid as agreed.
  • There have been cases where sections 92, 123, 127, and 129 of the Companies Act, 2013 have not been followed.
  • The need to provide details regarding the purpose of the buyback and the anticipated capital structure before and after the buyback has been eliminated.
  • It is no longer necessary to attach specific documents, such as company promoter details, a notice of the general meeting, an explanatory statement, audited financial statements, and buyback details from the past three years.

Form SH-9: The Declaration of Solvency

Form SH-9 is a declaration that is completed by the directors of a company. This is useful when a company intends to repurchase its own shares or debentures. This form necessitates the directors to affirm that the company is financially stable and able to buy back its securities. They are required to declare so without causing any negative impact on their financial stability or obligations to creditors.

Amendments made:

  • The revised Form SH-9 does not necessitate the inclusion of the board resolution and special resolution as attachments.

Form SH-11: Return in respect of Buy-Back of securities

The company must submit Form SH-11 to the Registrar of Companies once the share buy-back process is finished. It offers comprehensive information regarding the buy-back transaction. This comprises the quantity and worth of shares bought back, the origin of funds used, and other pertinent information. Publicly traded companies are also required to submit this form to the Securities and Exchange Board of India (SEBI).

Amendments made:

  • The updated SH-11 now includes more information, such as the source of the buyback and details about the shareholding of the promoters.
  • The information regarding the stock exchanges where the company is listed and the appointed merchant banker is no longer required.
  • Now businesses are freed from submitting the balance sheet and the Certificate of compliance along with buyback rules.

Form SH-15: Certificate of Compliance for the buy-back of securities

Form SH-15 is a certificate that is issued by a company’s auditors or CS (company secretary). It was previously used for buy-back transactions. This form has assisted in verifying that the repurchase of securities has adhered to the applicable legal provisions and regulations. The exclusion of Form SH-15 signifies the removal of the need for a separate certificate of compliance for buy-back transactions.

Amendments made:

The amendment regulations have eliminated Form SH-15.  This form used to be related to the Certificate of Compliance for the repurchase of securities. This suggests that there is no longer a need for a separate certificate of compliance for buy-back transactions.

Other Additions:

To align with the new regulations, a revision has been made to sub-rule 14 of Rule 17. The revised sub-rule now requires the inclusion of a declaration alongside Form SH-11.

If necessary, two individuals, including the Managing Director, who hold positions as company directors need to sign the declaration. This declaration confirms that the buyback of securities was conducted in compliance with the regulations stated in the Act and its related rules.


Rules are commonly recognized as having significance, but the effects or outcomes of these rules often take a significant amount of time to become evident. Business owners frequently face various challenges over time that can greatly influence their operations and overall success

To address these issues and promote transparency and simplicity, several amendments have been proposed to eliminate loopholes in companies.

The Companies (Share Capital and Debentures) Amendment Rules of 2023 introduced changes to multiple forms and filing requirements regarding share capital and debentures. These modifications had a broad impact, affecting various aspects of the rules.

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