CAPITAL ISSUES (CONTROL) ACT, 1947

29 of 1947

18th April, 19471

"The object of this measure is to keep in existence ........the control over capital issues which was imposed by Rule 94-A of the Defence of India Rules in May, 1943 and continued in force after the expiry of the Defence of India Act by Ordinance No. XX of 1946. Although there has been an appreciable change in the general conditions which constituted the principal reason for the introduction of the control during war-time, it is thought in the light of experience gained that the control is still necessary to secure a balanced investment of the country's resources in industry, agriculture and the social services". -Gaz. of Ind., 1947, Part V, p. 264. Act 22 of 1950.- The object of this Bill is to continue in force, upto the 31st March, 1952, the provisions of the Capital Issues (Continuance of Control) Act, 1947, and to extend the scope of the Act to all the territories of India which are under the legislative jurisdiction of Parliament in regard to the subject matter of that Act. Gaz. of Ind.. 25-2-1950. Pt. V, p, 60. Act 6 of 1952.- The object of this Bill is to continue in force, upto the 31st March, 1956, the provisions of the Capital Issues (Continuance of Control) Act, 1947, which expires on 31st March, 1952. As suggested by the Planning Commission, it is necessary to continue the control in order to canalise the limited capital resources, available for investment, in (he desired fields. Provision is also being made for the levy of fees in order to make the capital issues organisation self sufficient as far as possible. Gaz. of Ind., 16-2-1952, Pt. II, S. 2, p. 33. Act 8 of 1956.- The object of this Bill is to continue in force the provisions of the Capital Issues (Continuance of Control) Act, 1947, which expires on the 31st March, 1956, beyond that dale. it is necessary to continue the control in order to canalise the limited capital reasources available for investment in this country in the desired fields. As this Act has had to be extended several times in the past and as in the context of our Five Year Plan it is not possible to forsee at present when the need for the regulating provisions contained in it will disappear, it is proposed to place this Act indefinitely on the Statute Book for the present -Gaz. of Ind., 17-2-1956, Pt. II, S. 2, Ext., p. 14. Act 50 of 1957. - The Capital Issues (Control) Act, 1947 , does not specify that capitalisation of reserves for the purpose of crediting partly paid shares as fully paid on for increasing the par value of shares already issued, requires prior permission. This Bill, therefore seeks to clarify the position in this regard. 2. It has been the intention, even since the inception of control as capital issues, that the execution of mortgages or hypothications should require prior approval under the Act. As the expression "other instruments' occurring in section 2(b)(iii) of the Act is not sufficiently clear and has given room for doubts, it is proposed to put the matter beyond doubt by amplifying the definition of the term "securities"in section 2(b)so as to cover the transactions mentioned above. Similarly opportunity has now been taken to define the expression "company", "prospectus", etc., which the Act has so far left undefined and also for providing for certain other minor but relevant matters such as taking powers for revoking or varying consent already accorded, condoning offences undersection 5of the Act and prohibition of the giving of false information in connection with any of the provisions of the Act. -Gaz. of Ind., 28 -11-1957, Pt. II, S. 2, Ext., p. 887.

An Act to provide for 1[* *] control over issues of capital. WHEREAS it is expedient to provide for1[* *] control over issues of capital; It is hereby enacted as follows The Act has been extended to the new provinces and merged States bythe Merged States (Laws) Act, 1949) (59 of 1949), S. 3 (1-1- 1950) and to the Union Territories (now States) of Manipur. Tripura & Vindhya Pradesh bythe Union Territories (Laws) Act. 1950 (30 of 1950) . S. 3 (16-4-1950). Vindhva Pradesh now forms part of the State of Madhya Pradesh-See C. A. 37 of 1956. S. 9 (1 )(a) (1-11-1956). The Act now extends to the Union Territories of- (1) Goa. Daman and Din - -see Regn. 12 of 1962 (24- 1-1963). [Goa is now a State - See Act 18 of 1987. S.3 (30-5-1987). (2) Dadra and Nagar Haveli - Act as in force in the State of Gujarat is extended to this territory with effect from 1-1- 1966 - See Gazette of India. 18-12-65. Pt. II. S. 3(l). p. 2016. (3) Pondicherry. by Regn. 7 of 1963 (1-10-1963). (4) Laccadive Minicoy and Amindivi Islands by Regn. 8 of 1965 (1-10- 1967). These are now known as Lakshadweep Islands - See Act 34 of 1973.

SECTION 01: SHORT TITLE, EXTENT AND DURATION

-

(1) This Act may be called the Capital Issues [* *] (Control) Act, 1947.

3[(2) It extends to the whole of India except the State of Jammu and Kashmir, and it applies also to citizens of India outside India.]

4[(3) * * * *].

SECTION 02: DEFINITIONS OF INTERPRETATION

- (1) In this Act. unless the context otherwise requires,-

(a) "company" means a company as defined in section 3 of the Companies Act, 1956-, and includes a foreign company within the meaning of section 591-of that Act;

(b) "issue of capital" means the issuing or creation of any securities whether for cash or otherwise, and includes the capitalisation of profits or reserves for the purpose of converting partly paid -up shares into fully paid-up shares or increasing the par value of shares already issued:

(c) "private company" means a private company as defined in section 3 of the Companies Act, 1956-:

(d) "prospectus" means any prospectus, notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a' company:

(e) "securities" means any of the following instruments issued or to be issued, or created or to be created, by or for the benefit of a company, namely :-

(i) shares, stocks and bonds;

(ii) debentures:

(iii) mortgage deeds, instruments of pawn, pledge or hypothecation and any other instruments, creating or evidencing a charge or lien on the assets of the company; and

(iv) instruments acknowledging loan to or indebtedness of the company and guaranteed by a third party or entered into jointly with a third party:

(f) "States" means the territories of India to which this Act extends,

(2) Any reference in this Act to offering securities to the public shall be construed as including a reference to offering them to any section of the public, whether selected as members. debenture holders or holder-, of any other securities of the company concerned or as client of the person issuing any prospectus- in relation to such securities, or selected in any other manner: Provided that the foregoing provisions shall not be taken as requiring any offer to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being calculated to result directly or indirectly in the securities becoming available for the subscription or purchase by persons other than those receiving the offer, otherwise as being a domestic concern of the persons making or receiving it.

SECTION 03: CONTROL OVER ISSUES OF CAPITAL

6(1) No company incorporated in7[the States] shall. except with the consent of the Central Government, make an issue of capital outside7[the States]

(2)No company, whether incorporated in7[the States] or not, shall, except with the consent of the Central Government

(a) make an issue of capital in7[the States]:

(b) make in7[the States] any public offer of securities for sale:

(c) renew or postpone the date of maturity or repayment of any security maturing for payment in7[the Slates].

(3) The Central Government may on application make an order according recognition to an issue of capital made or to be made outside7[the States] by a company not incorporated in7[the States].

(4)The Central Government may qualify any consent or recognition accorded by it under subsection (2) or sub-section (3) with such conditions, whether for immediate or future fulfilment, as it may think fit to impose: and where a company acts in pursuance of such consent or recognition, it shall comply with the terms of any condition so imposed.

(5) Where an application for the consent or recognition of the Central Government under any of the provisions of this section is refused, the Central Government shall, upon the request of the applicant, communicate to him in writing .the reasons for such refusal.

8[(6) The Central Government may by order at any time-

(a) revoke the consent or recognition accorded under any of the provisions of this section: or

(b) where such consent or recognition has been qualified with any conditions, vary all or any of those conditions: Provided that before an order under this sub -section is made the company concerned shall be given a reasonable opportunity of showing cause why such order should not be made

(7) Where an order has been made under sub-section (6), the Central Government shall, upon the request of the company concerned, communicate to it in writing the reasons for such order.]

SECTION 04: CONTROL OF ADVERTISEMENT OF OFFERS OF SECURITIES FOR SUBSCRIPTION ETC

9[(1) No person shall circulate any offer, being a public offer, in the Slates for the subscription, or purchase of any securities unless consent or recognition has been accorded by the Central Government under this Act to the issue or creation of such securities and a statement has been made to that effect in the offer.

(2) No company shall circulate any offer, being an offer to existing holders of the securities of that company or to existing holders of the securities of any other company specified in the offer, in the States for the subscription or purchase of any securities of such company unless recognition has been accorded by the Central Government under this to the issue or creation of such securities and a statement has been made to that effect in the offer.

(3) No person shall without the consent of the Central Government circulate any offer, being a public offer, in the States for the sale of any securities issued or created with the consent or recognition of the Central Government if such issue or creation was made by a private company or if the order according consent or recognition contained a condition that the securities should be privately subscribed.]

SECTION 05: PURCHASE AND SALE OF SECURITIES

(1) No person shall accept or give any consideration for any securities in respect of an issue of capital made or proposed to be made in11[the States] or elsewhere unless the consent or recognition of the Central Government has been accorded to such issue of capital.

(2) No person shall sell or purchase or otherwise transfer or accept transfer of any securities issued by a company in respect of any issue or capital made after the 17th day of May, 1943 in11[the States] or elsewhere unless such issue has been made with the consent or recognition of the Central Government.

SECTION 06: POWER TO EXEMPT AND TO CONDONE CONTRAVENTIONS

( 1 ) The Central Government may, by general order12which shall be notified in the Official Gazette, provide for the granting of exemption from all or any of the provisions of sections 3-,4-and5.-

(2) The Central Government may. by order condone a contravention of any of the provisions of section 3-orsection 4-b[for section 5-], and on the making of such order the provisions of this Act. shall have effect as if an exemption had been granted under sub-section (1) of this section in respect of the thing done or omitted to be done in contravention of section 3-orsection 4-b [or section 5-]. as the case may be.

SECTION 07: POWER TO CALL FOR INFORMATION

Any officer authorised in this behalf by the Central Government may, for the purpose of inquiring into the correctness of any statement made in an application for consent or recognition to an issue of capital or for the purpose of ascertaining whether or not the requirements of any condition attached to an order according such consent or recognition have been complied with or for the purpose of obtaining particulars as to the total capital Issued or for any other purposes of this officer of a company to submit and furnish to him within such 'time as may be specified in the requisition, such accounts, books or other documents and such information as he may reasonably think necessary.]

SECTION 08: FALSE STATEMENT

No person shall, when complying with any requisition under section 7-or when making any application for consent or recognition to an issue of capital for in connection14[or connection with any of the other provisions of this Act], give any information or make any statement which he knows, or has reasonable cause to believe, to be false or not true in any material particular.

SECTION 09: PROHIBITION AGAINST DISCLOSING INFORMATION

- No person who obtains any information by virtue of this Act shall, otherwise than in connection with the execution of the provisions of this Act or of any order made in pursuance thereof, disclose that information to any other person except with the permission of the Central Government.

SECTION 10: POWER TO DELEGATE FUNCTION

- The Central Government may by order 15direct that any power or duty which by or under any of the preceding provisions of this Act. is conferred or imposed upon the Central Government shall, in such circumstances and under such conditions, if any, as may be specified in the direction, be exercised or discharged by any officer subordinate to that Government.

SECTION 11: COMMITTEE TO ADVISE GOVERNMENT

- The Central Government shall, by notification in the Official Gazette, constitute an Advisory Committee consisting of not more than five members, and may from time to time refer to it for advice any such matters arising out of the administration of this Act as the Central Government may think fit.

SECTION 12: POWER TO MAKE RULES

16[(1) The Central Government may by notification in the Official Gazette make rules17for carrying out the purposes of this Act18[and in particular for the levy of fees on applications made to the Central Government for its consent].

[19[(2) Every rule made under this section shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule .shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.]

16[(3) All rules made under this section shall be laid for not less than thirty days before each House of Parliament as soon as possible after they are made and shall be subject to such modifications as Parliament may make during the session in which they are so laid or the session immediately following.]

SECTION 13: PENALTIES

(1) Whoever contravenes, or attempts to contravene, any of the provisions of this Act or of any order made thereunder shall be punishable with imprisonment for a term which may extend to one year or with fine or with both

(2) If the person committing an offence punishable under this section is a company or other body corporate, every director, manager, secretary or other officer thereof shall, unless he proves that the offence was committed without his knowledge or that he exercised all due diligence to prevent its commission, be deemed to be guilty of such offence.

SECTION 14: BURDEN OF PROOF IN CERTAIN CASES

Where any person is prosecuted for contravening any provision of this Act or of any order made thereunder which prohibits him from doing an act without the consent or permission of any authority the burden of proving that he had the requisite consent or permission shall be on him.

SECTION 15: PROTECTION OF ACTION TAKEN UNDER ACT

No suit, prosecution or other legal proceedings shall lie against any person for anything in good faith done or intended to be done under this Act or any rule or order made thereunder.

SECTION 16: CONTINUANCE OF EXISTING ORDERS AND SAVINGS

(1) All orders made or deemed to be made under the provisions of the Capital Issues (Continuance of Control) Ordinance, 1947, and in force immediately before the commencement of this Act shall continue to be in force and be deemed to be orders made under the corresponding provisions of this Act.

(2)Section 6 of the General Clauses Act, 1897-, shall apply upon the expiration of the said Ordinance as if it had then been repealed by this Act.

3. Substituted by the Capita] Issues 'Continuance of Control) Amendment Act (22 of 1950). S. 2 (18-3-1950).

4. Sub-section (3). omitted by the Capital Issues (Continuance of Control) Amendment Act (8 of 1956), S. 3 (21-3-1956).

7. Substituted for the word "Provinces" by A. L. 0. 1950.

8. Inserted by the Capital Issues (Control) Amendment Act (50 of 1957), S. .1 (21-12-1957)

9. Substituted for S. 4 by the Capital Issues (Control) Amendment Act (50 of 1957), S. 4 (21-12-1957)

11. Substituted by A. L. 0.. 1950

12. For the Capital Issues (Exemption) Order. 1969, see Gaz. of Ind.. 1-2-1969, Pt. II, S.3 (ii), Ext.,page 149. By a notification No. S. 0. 558, D - 1-2-1969. issued under Cl. 5(ix) of this Order, ceiling on the rate of dividend payable on preference shares has been raised to 11%. In the Union Territory of Dadra and Nagar Haveli, however. Capital Issue (Exemption) Order, 1961 published in .G. I. 3-6-1961, as S. O 1234, has been extended - See G.I. 13-5-1967, Pt. II, S. 3 (i), page 796. [b] Inserted by the Capital Issues.(Control) Amendment Act (50 of l957). S. 6 (21:12-1957)

14. Inserted by the Capital Issues (Control) Amendment Act (50 of 1957), S. 8 (21-12-1957)

15. For such an order, see Gaz. of Ind., Extra 1947, page 335 and by the Capital Issues (Control) Amendment Act , 1949,.Pt. I, page 1771.

16. Section 12 renumbered as sub-section (1) thereof and sub-section (2) added thereto by the Capital Issues (Control) Amendment Act (50 of 1957), S. 8 (21-12-1957).

17. For the Capital Issues (Applications for Consent) Rules, 1966, (S. R. 0. 600 of.29-3-1966), see Gaz. of Ind., _23-4-1966. Pt. II. S.3 (1). p.

18. Added by the Capital Issues (Continuance of Control) Amendment Act (6 of 1952), S. 3 (23-2-1952)

19. Substituted for sub-sec. (2) by the Delegated Legislation Provisions (Amendment) Act (20 of 1983). S. 2, Sch. (15-3-1984).

CAPITAL ISSUES (EXEMPTION OF CAPITALISATION) ORDER, 1991

S.O. 31(E), dated 17th January, 1991.

1-In exercise of the powers conferred by sub-section (1) ofSec. 6 of the Capital Issues (Control) Act, 1947 (29 of 1947), the Central Government hereby makes the following order, namely :

ORDER 01: SHORT TITLE AND COMMENCEMENT

-(1)

(i) This Order may be called the Capital Issues (Exemption of Capitalisation) Order, 1991.

(ii) It shall come into force on the date2its publication in the official Gazette.

3[(2)] Notwithstanding anything contained in sub-clause (i) of Cl. 8 and sub-clause (i) of Cl. 9 ofthe Capital Issues (Exemption) Order, 1969, issue of capital upto an amount of rupees one crore by way of the capitalisation of profits or reserves4[***] shall be exempt from the provisions ofSec. 3 of the Capital Issues (Control) Act, 1947-:

Provided that :

(i) the bonus issue is made out of free reserves built out of the genuine profits or share premium collected in cash only ;

(ii) reserves created by revaluation of fixed assets are not capitalised ;

(iii) the Development Rebate Reserve or the Investment Allowance Reserve is considered as free reserve for the purpose of calculation of residual reserves test only;

(iv) all contingent liabilities disclosed in the audited accounts which have bearing on the net profits, shall be taken into account in the calculation of the residual reserves;

(v) the residual reserves after the proposed capitalisation shall be at least 40 per cent. of the increased paid-up capital ;

(vi) 30 per cent. of the average profits before tax of the company for the previous three years should yield a rate of dividend on the expanded capital base of the company at 10 per cent. ;

(vii) the capital reserves appearing in the balance-sheet of the company as a result of revaluation of assets or without accrual of cash resources are neither capitalised nor taken into account in the computation of the residual reserves of 40 per cent. for the purpose of bonus issues ;

(viii) the declaration of bonus issue in lieu of dividend is not made ;

(ix) the company may make a further issue of bonus shares only after 12 months from the date of allotment of an earlier bonus issue, if

any ;

(x) the bonus issue is not made unless the partly-paid shares, if any existing, are made fully paid-up ;

(xi) no bonus issue shall be made if the company has sufficient reason to believe that it has defaulted in respect of the payment of statutory dues of the employees such as contribution of provident fund, gratuity, bonus, etc. :

(xii) in cases where there is any default in the payment of any term loans outstanding to any public financial institution, a no-objection letter from that institution in respect of the issue of bonus shares shall be obtained by the company proposing the bonus issue ;

(xiii) at any one time the total amount to be capitalised for issue of bonus shares out of free reserves shall not exceed the total amount of paid-up equity capital of the company;

(xiv) a company which announces its bonus issue after the approval of the Board of Directors must implement the proposals within a period of six months from the date of such approval and shall not have the option of changing the decision ;

(xv) there should be a provision in the articles of association of the company for capitalisation of reserves, etc., and if not, the company shall pass a resolution at its general body meeting making provisions in the articles of association for capitalisation;

(xvi) consequent to the issue of bonus shares if the subscribed and paid-up capital exceeds the authorised capital, a resolution shall be passed by the company at its general body meeting for increasing the authorised capital ;

(xvii) the company shall get a resolution passed at its general body meeting for bonus issue and in the said resolution the management's intention regarding the rate of dividend to be declared in the year immediately after the bonus issue should be indicated:

Provided further that, -

(i) a company satisfying the conditions specified in the above proviso shall file with the Controller of Capital Issues a statement of the bonus issue proposals in the form specified in Sch. B annexed to the Capital Issues (Application for Consent) Rules, 1966, notified vide G.S.R. 600, dated the 29th March, 1966, together with the enclosures mentioned therein, except the treasury challan within 45 days of the bonus issue announcement by the Board of Directors of the company and such statement shall be signed by the managing director or chief executive of the company, and a copy thereof shall be sent to the Securities and Exchange Board of India conveying the details of the bonus issue and certifying that the conditions specified in the above proviso have been complied with ;

(ii) a statement of bonus issue proposals mentioned above should also be accompanied by a certificate from the auditors of the company as well as a practising company secretary who should be a member of the Institute of Company Secretaries of India;

(iii) as soon as the issue of bonus shares has been made, a report thereon is sent to the Controller of Capital Issues, indicating the details of the bonus issue made.

2. Enforced w.e.f.. 21st January, 1991.

3. Renumbered by S.O. 224 (E), dated 25th March, 1991 (w.e.f. 25th March, 1991).

4. The words for the purpose of converting partly paid up shares or increasing par value of shares already issued" omitted by dated 25th March, 1991 (w.e.f. 25th March, 1991).

CAPITAL ISSUES (EXEMPTION) ORDER, 1969

S.O. 558, dated the 1st February, 1969.

1-In exercise of the powers conferred by sub-section (1) ofSec. 6 of the Capital Issues (Control) Act, 1947 (29 of 1947), and in supersession ofthe Capital Issues (Exemption) Order, 1961andthe Capital Issues (Exemption) Order, 1966, published with the notifications of the Government of India in the Ministry of Finance (Department of Economic Affairs)2No. S.O. 1234, dated the 23rd May, 1961 and3No. G.S.R. 1705, dated the 4th November, 1966, respectively the Central Government hereby makes the following order, namely :

ORDER 01: SHORT TITLE AND COMMENCEMENT

- (1) This order may be called the Capital Issues (Exemption) Order, 1969.

(2) It shall come into force on the date of its publication in the official Gazette.

ORDER 02: INTERPRETATION

-In this order, unless the context otherwise requires,-

(a) "Act" means the Capital Issues (Control) Act, 1947 (29 of 1947)-;

(b) "banking institution" means any institution carrying on the business of banking to which the Banking Regulation Act, 1949 (10 of 1949), applies whether wholly or in part ;

(c) "consideration involved" means,-

(i) in relation to the issue of securities without a nominal value, the amount to be raised by the issue of securities, and, in the case of securities with a nominal value, the sum of the total nominal value and of any premium, entrance fee or other payment which the person subscribing to the securities may be called upon to pay ; and

(ii) in relation to the borrowing of money, the amount of money to be borrowed;

(d) "insurance company" means any insurer being a company which may be wound up under the Companies Act, 1956 (1 of 1956)-;

(e) "banking company", "insurer" and "provident society" shall have the meanings respectively assigned to them in Cl. (c) ofSec. 5 of the Banking Regulation Act, 1949 (10 of 1949), and in Cl. (9) ofSec. 2-and sub-section (1) ofSec. 65 of the Insurance Act, 1938 (4 of 1938)-;

(f) words and expressions used in this order and not defined but defined in the Act, shall have the meanings respectively assigned to them in the Act.

ORDER 03: CERTAIN ISSUE OF SECURITIES EXEMPTED FROM CERTAIN PROVISIONS OF THE ACT

- (1)4[5[Subject to the provisions of Cl. 9 of the following issue of Securities] irrespective of the value consideration involved, by the following categories of companies shall be exempt from the provisions of Secs. 3-,4-and5-of the Act, namely] :

(i) a private company as defied in Sec. 3 of the Companies Act, 1956 (1 of 1956)-6[and which is not registered under Sec. 26 of the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969]-;

(ii) a Government Company as defined in Sec. 617 of the Companies Act, 1956 (1 of 1956)-, provided that no portion of the issue of securities is made to the general public;

(iii) a banking company or an insurance company or a provident society incorporated as a company: Provided that if the total issue of capital in a period of 365 days exceeds Rs.7[one crore], the above-mentioned companies shall as soon as the issue has been made, send a report thereon in duplicate to the Controller of Capital Issues, to the extent applicable8[in Form I as specified in the Schedule annexed to this Order] to be followed by reports as on the 31st March, the 30th June, the 30th September and the 31st December until the securities have been got fully paid-up, together with a copy of the audited and published, balance sheet immediately after the securities have been fully paid-up.

ORDER 04: ISSUE OF SECURITIES BY

9[certain] public limited comnpanies10[and private companies] wholly exempted from certain provisions of the Act-The following issues by public limited companies11[public limited companies and by private companies registered under Sec. 26 of the Monopolies and Restrictive Trade Practices Act, 1969-] shall be exempt from the provisions of Secs. 3-,4-and5-of the Act, namely:

(i) the issue of securites by a12[company other than the one registered under Sec. 26 of the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969)-] and all transactions relating to such securities issued by any such company, if the value of the consideration involved in such issue together with the value of the consideration involved in any previous issue of securities made by such company within the twelve months immediately preceding such issue, does not exceed13[one crore of rupees] ;

Explanation.-The aforesaid limit of one crore of rupees shall have reference to the total value of all the issues and transactions during any period of twelve months and not to the value of each individual issue, or transaction or to any part thereof, or to the value of consideration received from any single party;

(ii) the issue of securites for the purpose of sub-dividing any securities into securities of any smaller denomination or consolidating any securities into securities of any larger denomination :

Provided that in either case the transaction does not involve any increase in the total value of the paid-up capital of the company and that the securities sub-divided or consolidated are of the same kind;

(iii) the issue of securities in a case where,-

(a) an amalgamation of two or more companies other than banking companies has been notified by the Central Government by an order under Sec. 396 of the Companies Act, 1956 (1 of 1956)-; or

(b) an amalgamation of two or more banking companies has been approved by the Reserve Bank of India under Sec. 44-A of the Banking Regulation Act, 1949 (10 of 1949), and the total paid up capital of the amalgamated company or the amalgamated banking company after the issue of securities under this provision is not greater than the total paid- up capital of the amalgamating companies or the amalgamating banking companies as the case may be;

(iv) the loans granted or debentures taken up or bonds or promissory notes issued by14[the Central Government, a state Government],15[Scheduled Banks as defined under Sec. 2 (e) of the Reserve Bank of India Act, 1934-],16[the National Housing Bank established under the National Housing Bank Act, 1987 (53 of 1987)-],17[the Industrial Development Bank of India established under the Industrial Development Act (18 of 1964)-, the Industrial Finance Corporation established under the Industrial Finance Corporation Act (15 of 1948),18[Tourism Finance Corporation of India Ltd.],19[Risk Capital and Technology Finance Corporation Ltd.], a State Financial Corporation established under the State Financial Corporation Act (63 of 1951), the Madras Industrial Investment Corporation Limited,20[the Financial Institution notified under the sub clause (i) of Cl. (a) and Cl. (c) of sub-section (i) ofSec. 9 of the Industrial Development Bank of India Act, 1964-],21[the Export Import Bank of India established under the Export Import Bank of India Act, 1981 (28 of 1981)-], the Industrial Credit and Investment Corporation India Limited,22 [the Housing Development Finance Corporation Limited], the Unit Trust of India established under the Unit Trust of India Act (52 of 1963), the National Industrial Development Corporation of India Limited,23[the Industrial Re- construction Bank of India],24[International Finance Corporation (Washington)], the National Textile Corporation and a State Textile Corporation,25 [the Shipping Credit and Investment Company of India Limited], the Life Insurance Corporation of India,26[the General Insurance Corporation of India and its subsidiaries, namely the National Insurance Company Limited, the New India Assurance Company Limited, the Oriental Fire and General Insurance Company Limited and the United India Fire and General Insurance Company Limited],27[Army Group Insurance Fund], the Rehabilitation Industrial Corporation of India Limited, a State Electricity Board constituted underthe Electricity (Supply) Act (54 of 1948)-],28 [Karnataka Power Corporation Limited, the State Trading Corporation of India. Limited],29[the Employees State Insurance Corporation set up under the Employees State Insurance Act (34 of 1948)-], the Regional Provident Fund Commissioner appointed under the Employees Provident Fund and Family Pension Fund Act (19 of 1952)-or the Minerals and Metals Trading Corporation of India Limited. 30[Explanation.-In this sub-clause "debentures" includes any debentures which are, at the option of the holders, convertible into equity capital of the issuing company by virtue of a condition contained in the issue of such debentures to any institution specified in the said sub-clause.]

(v) the guarantees given by the Industrial Development Bank of India under Cl. (e) or Cl. (f) or Cl.

(g) of sub-section (1) ofSec. 9 of the Industrial Development Bank of India Act, 1964 (18 of 1964)-31[or by the National Housing Bank under Cl. (d) ofSec. 14 of the National Housing Bank Act, 1987 (53 of 1987)-]32[or by the Export-Import Bank of India established under sub-section (2) ofSec. 10 of the Export-Import Bank of India Act, 1981 (28 of 1981)-] or by the Industrial Finance Corporation under Cl. (b) of sub-section (1) ofSec. 23 of the Industrial Finance Corporation Act, 1948 (15 of 1948)33[or Tourism Finance Corporation of India Ltd.]34[Risk Capital and Technology Finance Corporation Ltd.] or by the Central Government or a State Government under sub-section (2) of the saidSec. 23 of the Industrial Finance Corporation Act, 1948 (15 of 1948), or any other guarantees given or furnished by any other body or institution specified in sub-clause (iv) ; -

(vi) the issue and acceptance of securities other than debentures, being an issue made by a company in the ordinary course of its business and solely for the purpose of that business, to a banking institution or its nominee, in respect of advances or overdrafts, or guarantees from time to time granted or furnished or to be granted or furnished by such banking institution;

(vii) instruments "executed by the Central Government or a State Government guaranteeing advances or overdrafts referred to in sub-clause (vi) or guaranteeing the payments due to a banking institution arising out of any guarantee furnished by that banking institution ;

(viii) the issue and acceptance of debentures, being an issue made by a company in the ordinary course of its business and for the purposes of that business to a banking institution or its nominee, if the total value of such debentures together with the value of any previous issue of such debentures made by such company within the twelve months immediately preceding such issue does not exceed35[one crore] of rupees ;

(ix) third party guarantee on behalf of a company in respect of -

(a) the loans granted or debentures taken up by the institutions specified in sub -clause (iv) : and

(b) the advances, overdrafts or guarantees, referred to in sub-clause (vi) granted or furnished or to be granted or furnished by a banking institution, an insurance company, managing agents of a company, or the managing director or director of a company ;

(x) charges made underlining leases by the lessees in favour of the lessor charging the assets of a company for the due payment of rents and royalties reserved by the instrument of lease.

ORDER 05: ISSUE OF

36[securities, other than debentures, by certain public limited companies] exempted from certain provisions of the Act, subject to observance of criteria-37[The issue of securities, other than debentures, for consideration exceeding38[one crore of rupees] proposed to be made by a public company [not including a company registered under Sec. 26 of the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969)-], but including] a Government company as defined inSec. 617 of the Companies Act, 1956 (1 of 1956)-, which proposes to make an offer of the securities to the public by prospectus, shall be exempt from the provisions ofSecs. 3-,4-and5-of the Act:

Provided that-

(i) the issue does not comprise or include preference shares carrying rights or participation over and above the fixed amount or an amount calculated at a fixed rate in the profits or conversion into equity shares or debentures carrying right of conversion into equity shares or payable to bearer ;

(ii) as a result of the proposed issue, the inquiry of the company is not less than one -half of its debt;

Explanation 1.-"debt" includes all borrowings repayable not earlier than five years from the date of borrowing (whether debentures, loans or deferred payments including interest thereon, for the purchase of capital equipment) and preference shares redeemable not later than twelve years from the date of issue;

Explanation 2.-"equity" includes paid-up equity share capital, share premium, free reserves irredeemable preference shares and preference shares redeemable not earlier than twelve years from the date of issue ;

(iii) as a result of the proposed issue the total paid -up preference share capital will not be more than one-third of the total paid-up equity share capital :

(iv) where the securities issued by the company, or a part thereof, is for the purpose of taking over an existing business or asset, the take-over is effected at the book value of such business or asset;

(v) where a public company is formed on conversion of a private company or for taking over the business of a partnership or a proprietorship or an association of persons, the consideration for issue of securities by the public company to the shareholders of such private company, or to the members of such partnership, proprietorship or an association of persons, as the case may be, for taking over the same as a going business and any part of the assets of such private company, partnership, proprietorship or an association of persons, does not exceed the book value of the net assets so taken over of the private company, partnership, proprietorship or an association of persons;

(vi) no securites are issued in consideration of revaluation of assets or creation of any intangible or fictions assets ;

(vii) the issue price of the securities to be issues is at par39[***] ;

(viii) any offer of securities for public subscription is such as to make the securities eligible for listing on a recognised stock exchange ;

(ix)40[***] the rate of dividend on preference shares does not exceed the rate notified by the Central Government from time to time as applicable to such securities and the timing of the offer of securities proposed to be issued is in conformity with the directions notified by the Central Government at the beginning of each calendar year;

(x) where the issue of equity capital involves an offer for subscription by the public for the first time, the value of equity capital subscribed privately by the promoters, directors and their friends is not less than fifteen per cent. of the total issued equity capital, if it does not exceed one crore of rupees, twelve and a half per cent. if it does not exceed two crores of rupees, and ten pcr cent. if it is in excess of two crores of rupees ;

(xi) in a public offer of shares no reservation is to be made in favour of any person or class of persons except with the prior approval of the Controller of Capital Issues;

(xii)41[***];

(xii) if the consideration for the issue of securities is proposed to be got fully paid-up by making calls' such calls shall be made on a uniform basis on all securities falling under the same class and completed within a period of five years from the date of the offer: Provided further that-

(i) a company satisfying the criteria under the above proviso shall file with the Controller of Capital Issues a statement of its capital issue proposals in the form specified in the Schedule annexed tothe Capital Issues (Application for Consent) Rules, 1966, notified under No. G.S.R. 600, dated the 29th March, 1966, together with the enclosures mentioned therein, except the treasury chalan, at least 30 days before a prospectus is issued, a statement in lieu of prospectus is filed or any offer relating to the whole or part of the issue is made;

Explanation- the statement of proposals referred to in this proviso need not be accompanied by any fee;

(ii)42[the company shall obtain an acknowledgement in Form II as specified in the schedule annexed to this Order duly signed by the Controller of Capital Issues or an Officer authorised by him in this behalf] ;

(iii) the company shall State in a prominent place in its prospectus or statement in lieu of prospectus or letter of offer to its share holders, as the case may be that the issue of securities is being made in terms of the provisions of this order;

(iv) as soon as the issue of capital has been made, a report thereon is sent in duplicate to the Controller of Capital Issues, to the extent applicable,43[in Form I as specified in the schedule annexed to this Order] to be followed by reports as on the 31st March, the 30th June, the 30th September and the 31st December until the securities have been got fully paid-up, together with a copy of the audited and published balance sheet immediately after the securities have been fully paid-up.

ORDER 06: EXEMPTION OF PUBLIC OFFER FOR SALE OF CERTAIN SECURITIES FROM CERTAIN PROVISIONS OF THE ACT

-The following shall be exempt from the provisions of Sec. 4-of the Act in so far as such provisions relate to any documents publicly offering for sale, namely :

(a) any security issued in the State before the 17th May, 1943 ; and

(b) any security issued outside the State before that date, being a security of aclass of which no further issue, has been made after that date by or on behalf of the same company without the consent or recognition of the Central Government.

ORDER 07: EXEMPTION OF CERTAIN SECURITIES THE ISSUES OF WHICH HAVE BEEN REGULARISED

-The following shall be exempt from the provisions of sub-section (2) ofSec. 5-of the Act, namely:

(a) securities the issue of which has involved a contravention of sub-sections (1), (2) and (3) ofSec. 3-orSec. 4-of the Act, if such contravention has been condoned under the provisions of sub-section (2) ofSec. 6-of the Act ; and

(b) any security transferred by the operation of the law of inheritance or succession or by the decree of a competent court.

ORDER 08: SAVING

-Nothing contained in this order :

(i) shall apply to any issue of securities irrespective of the amount involving the capitalisation of profits or reserves for the purpose of issuing additional capital or conversion of partly paid-up shares into fully paid- up shares or for the increase of the paid-up value or par value of shares already issued by any company private or public including a banking company or an insurance company, or a provident society incorporated as a company; .

(ii) shall affect or be' deemed to affect the power of the Central Government to modify in the public interest any proposal for the issue of securities by a public company desiring to avail itself of the exemption under this order; .

(iii) shall be deemed to exempt any public company from obtaining the consent of the Central Government under the Act in respect of issues of all securities the terms of which for whatever reasons, do not satisfy the provisions of Cl. 5.

(iv)44[***]

ORDER 09: CLARIFICATION

-It is hereby clarified that all issues of securities not covered by this order and, in particular, the following issues of securities are not exempt from the provisions ofSecs. 3-,4-and5-of the Act, namely : (i) bonus issues as referred to in Cl. 8(1) of this order by any company whatsoever-private company, banking and insurance company, Government company and public company irrespective of the amount of consideration involved;

(ii) issue of preference shares, carrying participating or conversion rights ;45(ii-a) issue of securities by a private limited company in which an amount exceeding twenty per cent is subscribed by a public limited company or companies];

(iii) issue of debentures carrying conversion rights46[other than those mentioned in sub-section

(iv) of Cl. 4] or issue of debentures not payable to registered holders;

(iv) issue of securities at a premium or discount ;

(v) issue of securities involving relaxation of any or all the conditions mentioned in. Cl. 5 above47 [by a person or Company other than the subsidiaries of any nationalised Bank, State Bank of India, Unit Trust of India or any other Mutual Fund public (financial institutions or anyapproved venture capital fund or Venture Capital Company].

FORM 01: REPORT TO BE SENT IN DUPLICATE TO THE CONTROLLER OF CAPITAL ISSUES

1. Name of the Company ...................... 2. Amount of Issue-d) E({uity shares Rs. ........................ Rs................ (Hi) Debentures Rs... .............. (iv) Loans, 3. Issues made by the Company-Type of issue .. Date of Issue (a) 'Rights' issue* other than Bonus... (b) Firm Allotments*... (c) Offer to the Public* by prospectus ... (d) Loan etc.... 4. Amount underwritten: Name of the underwriter Type. of Security _ (®) Preference shares etc. Rs.................. Amount Type of Security Amount underwritten 5. Application received in respect of offer of shares made to the general public by prospectus (two copies of which should bs enclosed) under item 3(c) above and the result of subscription. Kind of No. of No. of Amount of security Appli- shares Subscription cation (i) Applications received in respect of offer to the public (ii) Applications rejected (ill) Valid applications considered from the public for allotment (iv) Allotments made in respect of (ill) above (v) Allotments to underwriters under underwriting obligations, other than firm allotments *The information may be given security-wise e.g. Equity shares. Preference shares. Debentures. 6. Issues taken up and/or allotments made for the period under reports _____________________________________________________________________________________ Particulars (i) "Right" shares other than Bonus shares (a) Existing residents (b) Existing non- residents Sub-total (ii) Firm Allotments (a) Foreign Collaborators (b) Promoters, Directors, their friends and relatives (c) Financial Institutions** (d) Central and State Governments (e) Brokers and underwriters other than item (HI) (d) below (/) Existing shareholders and others Sub-total (Hi) Allotment of shares offered to the general public by prospectus (a) Directors, Managing Agents, Secretaries and Treasurers * Only the relevant particulars as are applicable to the company need be given. ** Names of the Financial Institutions e.g. Life Insurance Corporation of India, I.F.C. of India, I.C.I.C.I, and S.F.C.'s, Investment or Unit Trusts, etc. should be separately indicated. (b) Financial Institutions* (c) Central and State Governments (d) Underwriters under underwriting obligation (e) Companies registered under the Companies Act (f) General public Grand total (i), (n) and (HI) (iv) Loan Capital Date of creation of charge on the assets and Amount of charge. 7. Total capital raised up to the end of this report : Subscribed Paid-up Debentures Loan etc. F.quily Shares ..................... ............... ............................ Preference shares ..................... ............... ............................ Signature of the person submitting the report. NOTE. -(i) The reports are to be made in respect of capital issued, in accordance with the Statement of proposals. The reports should be filed at the end of each quarter as at 31st March, 30^th June, 30th September and 31st December until the capital has been fully subscribed and paid-up, (n) A copy of the Balance Sheet and Profit and Loss Account of the accounting year in which the capital has been fully subscribed and paid-up should be filed. Subsequent reports, however, need not be sent if the capital issued has been fully subscribed and paid-up. Subsequent to the filing of the Balance Sheet and Profit and Loss Accosunt no report need be sent. * Names of the Financial Institutions e.g. Life Insurance Corporation of India, I.F.C. of India, 1.C.I.C.I. and S.F.C.'s, Investment or Unit Trusts, etc. should be separately indicated.

FORM 02: ACKNOWLEDGEMENT

Subject: Dear Sir/Gentlemen, I am directed to acknowledge receipt of the statement of proposals of Messrs - in regard to the proposed issue of securities of the value of Rs. - (Rupees- only) iii the form of equity/preference shares/secured loans under the authority of the Capital Issues (Exemption) Order, 1969. 2. I am to invite attention of the Company to items (iii) and (iv) of the second proviso to Cl. 5 of the Capital Issues (Exemption) Order, 1969 and to request that the Company may ensure due compliance of the requirements mentioned therein, namely : (i) in any prospectus or letter of offer, the company may disclose that the issue is being made in terms of the Capital Issues (Exemption) Order, 1969 ; and (ii) that after the issue, reports of the subscriptions to the scheme offered may be within the stipulated date at the prescribed intervals of the subscription to the securities offered.]

4. Subs. by .S.O. 3604, dated 1st October, 1971.

5. Subs. by S.O. 577 (E), dated 30th September, 1974.

6. Ins. by S.O. 3604, dated 1st October, 1971.

7. Subs. by S.O. 165(E), dated 22nd February, 1985.

9. S.O. 3604, dated 1st October, 1971.

10. Ins. by S.O. 25(e), dated 11th January, 1972.

11. Subs. by S.O. 25(e), dated 11th January, 1972.

12. S.O. 25(e), dated 11th January, 1972 .

13. Subs. by S.O. 165 (E), dated 22nd February, 1985.

14. Susb. by S.O. 577 (E), dated 30th September, 1974.

15. Subs. by S.O. 888 (E), dated 5th October, 1987.

16. Ins. by S.O. 506 (E), dated 28th June, 1989.

17. Ins. by S.O. 862 (E), dated 22nd December, 1982.

18. Ins. by S.O. 1027 (E), dated 6th December, 1989.

19. Ins. by S.O. 75 (E), dated 15th December, 1989.

20. Ins. by S.O. 863 (E), dated 22nd December, 1977.

21. Ins. by S.O. 862 (E), dated 22nd December, 1982.

22. Susb. by S.O. 864 (E), dated 22nd December, 1979.

23. Subs. by S.O. 292 (E), dated 20th March, 1985.

24. Ins. by S.O. 482 (E), dated 15th May, 1987.

25. Subs. by S.O. 1016 (E), dated 24th November, 1987.

26. Ins. by S.O. 645 (E), dated 31 st August, 1977.

27. Ins. by S.O. 142 (E), dated 17th February, 1989.

28. Ins. by S.O. 862 (E), dated 22nd December, 1982.

29. Subs. by S.O. 577 (E), dated 30th September, 1974.

30. Ins. by S.O. 222 (E), dated 22nd May, 1975.

31. Ins. by S.O. 506 (E), dated 28th June, 1989.

32. Ins. by S.O. 862, dated 22nd December, 1982.

33. Ins. by S.O. 1027 (E), dated 6th December, 1989.

34. Ins. by S.O. 75 (E), dated 15th December, 1989.

35. Subs. by S.O. 165 (E), dated 22nd February, 1985.

36. Subs. by S.O. 3604, dated 1st October, 1971.

37. Subs. by S.O. 3604. dated 1st October, 1971.

38. Subs. by S.O. 115 (E). dated 22nd February, 1985.

39. Omitted by S.O. 505(E), dated 28th June, 1989.

40. Omitted by S.O. 3604, dated 1st October, 1971.

41. Item (xii) omitted by S.O. 3604, dated 1st October, 1971.

42. Subs. by S.O. 3604, dated 1st October, 1971.

43. S.O. 3604, dated 1st October, 1971 .

44. Omitted by S. O. 25(E), dated 11th January, 1972.

45. Ins. by S.O. 577 (E), dated 30th September, 1974.

46. Ins. by S.O. 222(E), dated 22nd May. 1975.

47. Ins. by S.O. 505 (E), dated 28th June, 1989.

CAPITAL ISSUES (APPLICATION FOR CONSENT) RULES, 1966

G.S.R. 600, dated the 29th March 1966

1.- In exercise of the powers conferred by Sec. 12 of the Capital Issues (Control) Act, 1947 (29 of 1947) , the Central Government hereby makes the following rules, namely :-

RULE 01: SHORT TITLE AND COMMENCEMENT

- (1) These rules may be called the Capital Issues (Application for Consent) Rules, 1966.

(2) They shall come into force on 1st April, 1966.

RULE 02: DEFINITION

-In these rules, unless the context otherwise requires "Act means the Capital Issues (Control) Act, 1947 (29 of 1947).2

RULE 03: APPLICATION FOR ISSUE OF CAPITAL

-All applications for the issue of capital under the statute other than the securities exempted from the provisions of Sees. 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-

(a) in Sch. B annexed to these rules, in the case of issue of bonus shares "than bonus share; and

(b) in Sch. B annexed to these rules, in the case of issue of bonus shares.]

RULE 04: FEE PAYABLE ON APPLICATION

-4[(1) Every application under these rules for consent for issue of capital upto the value specified in column (1) of the Table below shall be accompanied by atreasury receipt for the amount specified in the corresponding entry in column (2) thereof. TABLE (1) (2) Applications Amount (a) For each application for consent Five thousand. for issue of capital upto and including three crores of rupees. (b) For each application for consent for Ten thousand rupees. issue of capital exceeding ten lakhs of rupees (I-A) For the purposes of sub-rule (1), an application under any of the items-ofrule 5-shall be considered as a separate application for the purposes of calculation of fee in each case.]

5[(2) The amount specified in coloumn (2) of the Table below sub-rule (1) shall be tendered to the office of the Controller of Capital Issues, in the form of a demand draft on the State Bank of India, Central Secretariat Branch, New Delhi, in favour of the Controller of Capital Issues, Ministry of Finance, New Delhi. The demand draft shall be crossed as "Account Payee" only.]

RULE 05: CONTENTS OF APPLICATION

-An application under these rules shall include a request asking for,-

(i ) the consent of the Central Government to the issue of capital under the provisions of the Act;

(ii). any alteration in the terms and conditions of a consent previously given by the Central Government or any extension of the period of validity for which such consent was given;

(iii) the regularisation of the issue of any capital made without the prior consent of the Central Government; and

(iv) the consent of the Central Government under the Act in respect of any matter not specifically mentioned in any of the foregoing clauses of this rule.

RULE 06: APPLICATION TO BE ENTERTAINED ONLY ON PAYMENT OF FEE

-No application under these rules shall be entertained unless it is accompanied by sufficient proof of the payment of the fee mentioned inrule 4-

RULE 07: REPEAL

-The Capital Issues (Application for Consent) Rules, 1954, shall, as from the commencement of these rules, cease to be in force except as respects things done or omitted to be done thereunder.

SCHEDULE 01: SCHEDULE A

] 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 acknowledgements 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 Delhi, 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 from the Financial Institutions. Where the provisions of the Companies Act, 1956 (I of 1956) or the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), are attracted necessary clearances from the Department of Company Affairs are also to be obtained. In case of merger proposals, the order of the Court under the Companies Act, 1956 and the clearances of the Department of Company Affairs to be furnished. The application should be accompanied by true copies of the documents conveying the afofesaid clearance. 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 which should include answers to the questions shown below as far as they are applicable. NOTE. -The answers should follow the order of these questions and the short title of each question should be quoted against the corresponding answer. The answer should be so worded that the letter can be read independently of the form. The letter (with enclosures) should be sent in quadruplicate. PART A-GENERAL Total amount of the issue proposed Rs................................of which Equity Rs......................... Preference Rs........................... Debentures Rs.................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. 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 objective stated in the Memorandum of Association will not be acceptable). 7. Previous Applications.-Give particulars under the headings as detailed below as separate annexure of any application previously made to the Government of India since 17th May, 1943 or to the Government of any former State in this connection by or on behalf of the same parties. (a) Date of application. (b) Number and date of consent order. (c) Amount of consent showing separately the amount consented against each security, namely, equity shares, preference shares, debentures, bonus shares, loans, etc. (d) Indicate the capital subscribed and paid-up against each consent (e) If refused, number and date of refusal. 8. Whether the company is covered by Part A of Chapter III of the Monopolies and Restrictive Trade Practices Act, 1969, if so- (a) Whether the company has got itself registered in terms ofSec. 26of the said Act? (b) Whether the purpose for which the capital is proposed to be raised comes within the purview of Secs. 21 to 24 of the said Act? (c) Whether the company has obtained the approval of the Central Government (Department of Company Affairs) under the above mentioned sections? PART B-CAPITAL STRUCTURE AS ON DATE OF APPLICATION I. 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 per share Amount No. of shares Par value per share Amount 2. Give particulars of preference shares under the following heads :- (a) Date of issue of preference shares. (b) Date of dividend and whether taxable or tax free. (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 interet, date of redemption, securities, etc. 4.Indicate outstanding loans from Financial Institutions (other than Banks) and Government Agencies, etc. Give the detail (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. Shares No. of Face Percen- No. of Percentage shares value tage to shares to the Pref. the total Capital equity Amount. (a) Non-resident holdings: d) Direct by foreign companies (ii) Direct by individuals and others (iii) Indirect holdings. (b) Shares held by Promoters/Directors, their friends and associates as defined in the Companies Act. (i) Promoter/Directors, their Friends. (ii) Associates including associate companies. (iii) Others in the Group. (c) Public Financial/ Developmental/ Institutions including State Finance Corporation, indicating the names. (d) Central or State Government holdings. (e.) Nationalised and other Banks. (f) Compaies registered under the Companies Act, (Specifying the names of large holdings). (g) General Public. TOTAL __________________________________________________________________________________________ 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. PART C-OBJECTS OF ISSUE 1. Indicate in detail the objects of this issue. 2. State if a licence is required under the Industries (Development and Regulation) Act, 1951, for the proposed project. If so, indicate the number and date(s) of letter of lnient/Licence(s) against each project, if granted to the company, enclosing copy/copies thereof. If the licence(s) had expired, state if this/these was/were duly extended. 3. The total cost of each project according to the location of the factory or line of business may be given under the following headings:- Rupee Foreign exchange expenditure Total expenditure (In Rupees) 1 2 3 (A) Capital Cost: (a) Land. (b) Buildings. (c) Plant and Machinery. (d) Other Services Including water, power, sewage, etc. (e) Cost of D.P.R., Consultants. (f) Pre-incorporation expenses other than (a) to (c) (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 stated in an application already made under the Industries (Development & Regulation) 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 project's) is/are 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 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 slating 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). d) Internally generated funds (indicate the source). (ii) Capital raised under the Capital Issues (Exemption) Order, 1969. (ili) 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) Capital 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. (iv) Loans from banking institutions. (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-residents and foreign financial institutions staling 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. (b) Issues to non-residents on 'Rights' basis. (c) Issues to non-residents other on 'Rights' basis. 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. PART E- PARTICULARS OF ISSUES 1. General (a) Whether the proposed issue is for cash ? (b) If the issue or part of the issue is for consideration other than cash, give complete details as to:- (i) The type of security to be issued. (iii) The consideration involved (e.g. purchase of assets, technical services, know-how, preliminary and pre-incorporation expenses, goodwill, etc.) (ill,' 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, give reasons for the merger or amalgamation and details of the amalgamation 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. (ill) 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 exchange 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 each in the companies. (ix) Copies of audited balance-sheets and profit and loss accounts of the company making the issue and of amalgamating units for the preceding five years. 2. Issue Price (a) Indicate whether the equity shares are to be issued at par or at a premium staling the issue price. The reasons for the issue of shares at ^premium, or at par if quoted at a premium, may be stated. (b) In the case of existing companies state- (i) the rate at which shares of the same class as that proposed to be issued have recently been transferred; (ii) If the security is listed the latest quotation of the share specifying the date and the name of the stock exchange; (iii) dividends paid by 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) Whether preference shares are cumulative or non-cumulative; (d) Indicate whether the debentures and preference shares are to be issued at par, premium or discount and the reasons therefor; (e) Indicate the security to be offered in the case of debentures. 4. Particulars of Loans, etc. (a) Describe in detail instruments creating a charge or lien on the assets of the company or which acknowledge a loan or indebtedness of the company and are guaranteed by or entered into jointly with a third party. (b) Exact amount of loan. (c) Source(s) from which the loan will be raised. (d) Terms on which the loan will be obtained, e. g., rate of interest period how repayable, etc. nature of security. 5. Allotments Indicate the proposed allotments of equity and preference shares and debentures slating the number of shares, etc. and the amount involved, separately against the following heading"- (a) 'Rights' issue. (b) Firm allotments to:- (i) Foreign collaborations. I(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 Governments. (vi} Companies registered under the Companies Act:- (I) Companies under ' same management', (II) Inter-connected companies as defined in the Monopolies and Restrictive Trade Practices Act, 1969. (c) Unreserved 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 on the shares till these are fully paid up. 6. Underwriting and Listing Arrangements (a) Has the company over issued equity by making a public offer through prospectus ? If so the details thereof. (b) If the issue by prospectus is to be underwritten, indicate the particulars under ,' the following heading: (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 Exchange(s). (d) Indicate the interest, if any, of the promoters, directors, etc. in the underwriting arrangements. PART F- MISCELLANEOUS I. Indicate the interest in the company of Promoters and Directors, as under:- (a) Name, qualification 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 interet 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 further information in support of the request, e.g. data regarding estimated profitability of the project and the rate of return of the capital employed. PART G-CERTIFICATE FROM COMPANY'S AUDITORS TO THE FOLLOWING EFFECT : We have verified the 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 received all the information required by us for the verification. We hereby certify that the requirements of Cl. 5 of the Capital Issues (Exemption) Order, 1969, have been fully met by company for the issue of acknowledgement/consent by the Controller of Capital Issues according to the information furnished to us and to the best of our knowledge. Place: Signature:- Date: Auditor. Enclosures (i) Treasury receipt for the requisite application fee credited to "104-Other General Economic Services-Other receipt towards issue of capital under the Capital Issues (Control) Act, 1947". (ii) Two copies of the memorandum and Articles of Association. (iii) Particulars of previous 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 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, Promotors, etc. (xi) Other documents, as required.

SCHEDULE 02: SCHEDULE B

(SeeRule 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 the form of a letter which should include answers to the question shown below as far as the>are applicable. Note.-The answers should follow the order of these questions and the short title of each question should be quoted against the corresponding answer. The answer should be so worded that the letter can be read independently of the form. The letter (with enclosures' should be sent in duplicate. PART A-GENERAL Total amount of the Lisue 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 status. 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 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 application: Give particulars under the headings as detailed below (as a separate annexure) of any application previously made to the Government of India since 17th May, 1943 to the Government of any former State in this connection by or on behalf of the same parties. (a) Date of application. (b) Number and date of consent order. (c) Amount of consent. (d) If refused, number and date of refusal. (e) 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 Issue 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 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 No. of Value per Amount No. of Value per Amount Shares share shares share

________________________________________________________________________ ______________________ 1 2 3 4 5 6

_______________________________________________________________________________________________ (a) Authorised. (b) Issued. (c) Subscribed. (d) Paid up. (e) If any part of (b), (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 shareholding of the company, as per details given below:-

_________________________________________________________________________________________ No. of Equity Preference Total share- share share amount/ holders amount amount percentage percentage percentage

______________________________________________________________________________ (a) Non-resident holdings:- (i) Direct. (ii) Indirect (Enclose a list of (i) and (ii) as a separate Annexure). (b) Directors, their friends, relatives and associates as defined in the Companies Act. (i) Directors. (ii) Friends, relatives and associates including Associate companies. (c) Public financial institutions indicating the names. (d) Central Government or State Governments. (e) Companies 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 OR RESIDUAL RESERVES AND PRE-TAX PROFITS NOTE-A copy of the General Body Resolution authorising capitalisation of Reserves should be furnished. I. Residual Reserves Test (a) Total of Reserves including Development Rebate Reserve (As on.,...........,..) (i) General Reserve (ii) Development Rebate Reserves (iii) Dividend Equalisation Reserves (iv) Profit and Loss Account Surplus (v) Other free Reserves, if any. (b) Less Deductions, if any, on account of proposed dividend, contingent liabilities, gratuity (c) Balance free Reserves available for capitalisation. ........................ (d) Amount proposed to be capitalised ........................ (e) Increased capital would be ............. .......... (f) Reduced reserves would be ........................ (g) Percentage of Reduced reserves to increased paid up Reduced reserves x 100 capital : - increased paid by capital 2. Profitability (Pre-tax Profits) Test _____________________________________________________________________________ Year Net Profits Development Rebate Total profits before tax Reserves before tax ______________________________________________________________________________ 1 2 3 2+3 (1) (2) (3) Total.

________________________________________________________________________ _________________ (a) Average Profits:- (b) 30 per cent. of the average: (c) Deduct Dividend in 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, Director, Promoter. (d) Equity or preference shares held or proposed to be held in the company. (e) Extent of any existing interest other than (d) above. (f) Directorship held in other companies indicating their names. PART EAUDITOR'S CERTIFICATE TO THE FOLLOWING EFFECT We have verified the information furnished by the company in the above application for issue of bonus shares and find the same as correct. We also certify that we have received all the information required by us for the verification. We hereby certify that the proposal contained in the application for the issue of bonus shares meets all the requirements of the guidelines in force issued by the Government in this regard according to the information furnished to us and to the best of ' our knowledge. Signature:______________________ Place: Auditors Date: Enclosures'. (i) Treasury receipt for the application fee credited to "104-Other General Economic 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 applications). (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 as________________ solemnly affirm that the facts stated above are true to the best of my knowledge and nothing has been withheld. Signature:__________________ Name in Capital Letters. Principal Officer of the Company." 6. Provision regarding the members of the Managing Committee.- (a) The Chairman, Treasurer and nonofficial members of the Managing Committee shall be nominated by the Central Government for such periods as they may decide from time to time. (b ) The official members, including the Secreatary, shall hold office during the pleasure of the Central Government. (c) Subject to the preceding clauses, a member of the Managing Committee shall cease to be such member if he dies, resigns, become of unsound mind, becomes insolvent or is convicted of a criminal offence involving moral trupitude. (d ) A resignation of membership shall be tendered to the Chairman of the Managing Committee and shall not take effect from until it is accepted on behalf of the Committee by the Chairman. 7. Conduct of business.-The Managing Committee may meet together for the conduct of business, adjourn and otherwise regulate its meetings and proceedings as amy be determined by the bye-laws. Unless otherwise determined, the quorum for a meeting of the Managing Committee shall be three members personally prtesent at the meeting. A meeting of the Managing Committee at which a quorum is present shall be competent to exercise all or any of the functions of the Committee. Every matter shall be determined by a majority of votes of the members present and voting on the question. In the case of equality of votes, the matter shall be decided according to the vote of the Chairman. 8. Management of the Fund.-(a) Subject to any general or special directions given by .the Central Government, the general management of the affairs of the Fund shall be vested in and rest with the Managing Committee. (b) The monies particulars whereof are given in Schedule "A" hereto, shall form the corpus of the Fund and only the interest thereon shall be used for furthering the objects of the Fund. 9. Functioning of the Managing Committee.-The Managing (committee shall function notwithstanding that any person who is entitled to be a member by reason of his office or otherwise is not a member for the time being and notwithstanding any other vacancy in the Managing Committee and no act or proceeding of the Managing Committee shall be invalid merely by reason of the happening of any of the above events or of any defects in the appointment of any member of the Managing Committee. 10. Appointment of staff.-The Managing Committee may appoint such clerical or technical staff as it considers necessary or expedient on such terms and conditions as it considers fit. 11. Framing of bye-laws.-(a) The Managing Committee may with the aproval of the Government of India make bye-laws for the regulation, management and any other purpose connected with the administration of the Fund and the trusts thereof and may alter, vary or rescind the same subject to the approval of the Government of India from lime to lime. (b) The Managing Commitee shall frame with the approval of the Government of India, rules clearly laying down the terms on which assistance will be given to trainees and ex-trainees. (c) All decisions of the Managing Committee in regard to the type and exten; of assistance to be given to a trainee or ex-trainee shall be final and no appeal shall lie with the Central Government. 12. Appointment of Committee.-The Managing Committee may appoint one or more sub-comittees as it considers necessary or expedient. 13. Delegation of powers.-The Managing Committee may delegate any of its powers to any sub-committee so appointed or to the Chairman, Secretary or Treasurer. All decisions taken by a sub-committee as appointed or by the Chairman, Secretary or Treasurer relating to disbursement and the income of the Fund or part thereof shall be subject to ratification by the Managing Committee, 14. Remuneration to members of Managing Committee.-Memebers of the Managing Committee shall not be entitled to any remuneration except travelling and daily allowances at rates to be determined by the Managing Committee with the concurrence of the Central Government. Representative of the Central Government will draw their travelling and daily allowances from Central Revenues. The expenditure on the travelling and daily allowances of the other members of the Managing Committee shall be met from the Fund. 15. Deposit of monies.-All monies of the Fund shall be deposited in a branch of the Sate Bank of India or any of its subsidiaries or any scheduled bank apporoved in this behalf by the Central Government. 16. Accounts and Audit.-Regular accounts shall be kept of all monies and properties belonging to the fund and shall be audited by a firm of chartered accountants or any other recogniesed auditors as may be appointed by the Managing Committee. The Auditors shall also certify that the expenditure from the Fund has been correclty incurred in accordance with the objects of the Fund. Copies of the annual accounts of the Fund duly audited and certified by the auditor of the Fund shall be submitted to the Central Government every year and to Shrimati Zenobia Jamasp Dastur during her life time. 17. Contracts.-All contracts relating to the administration of the Fund shall be executed in the name of the Fund by the Chairman or the Secretary of the Fund and shall also be signed by the Treasurer. 18. Use of the Fund.-Subject to the condition specified in 8 (b) above and further subject to any general or special directions that the Central Government may issue form time to time, it shall be lawful for the Managing Committee to expend the monies in the Fund for the objects of the Fund. 19. Sale and investment of monies.-The Managing Committee shall invest the proceeds of the sale or other disposal of the property as well as any moneys or property not immediately required to be used for the objects of the Fund in any one or more of the modes of investment for the time authorised by lae for the investment of the trust moneys as the Managing Committee may think proper. 20. Receipt of additional endowments.-The Managing Committee may receive nay additional endowments, donations, grants or other contributions in augmentation of any of he monies and properties of the Fund or for general purposes of the Fund. It may also receive endowment, donations, grants or other contributions for any special purpose connected with the scheme not inconsistent with or calculated to impede the due working of the provisions of this Scheme. IN THE MATTER OF THE CHARITABLE ENDOWMENTS ACT, 1890 AND IN THE MATTER OF "THE BARJORJI MANEKJI SUTARIA PRIZE FUND" IN CONNECTION WITH THE ELPHINSTONE HIGH SCHOOL, BOMBAY, THE R.C. HIGH SCHOOL, AHMEDABAD, AND THE R.S.DALAL HIGH SCHOOL.BROACH ' Vesting Order and Scheme No. 6170, dated the 24th November, 1926.-Whereas Barjorji Manekji Sularia, last of the Bombay Education Service, died at Bombay on or about the 3rd day of June, 1936 and on his Oathaman or third day's death ceremony a certain sum was subscribed by his widow, children and relatives in his memory. And whereas on behalf of himself and the other subscribers to the fund application has been made to the Government of Bombay by the deceased's son Ardeshir Barjorji Sularia, Esquire, B.A.LL B. Solicitor, Bombay, that the securities of the Government of India to the amount of two thousand rupees (Rs. 2,000) particulars whereof are specified in the Second Schedule hereto may be vested under the Charitable Endowments Act, 1890 (6 of 1890), in the Treasurer of Charitable Endowments for the territories subject to the Government of Bombay in order and upon the terms that the income accuring therefrom may be applied for the purpose of awarding annually a prize to a Parsi pupil of the Elphinstone High School, Bombay, the R.C. High School, Ahmedabad, and the R.S. Dalal High School, Broach. And whereas the Government of Bombay has approved of and aggreed to the said terms as to the application of the said income, as the same are hereinafter set forth, and has in pursuance ofsection 5-of the said Act and with the concurrence of the said Ardeshir Barjorji Sutaria, Esquire, settled the scheme for the administration of the said property which is set forth in the First Schedule hereto. Now, therefore, under and by virtue of the powers conferred bysections 4 (1) -and5-(1) of the said Act, the Government of Bombay is hereby pleased on the aplication aforesaid of the said Ardeshir Barjorji Sutaria, Esquire, to order that the securities of the Government of India to the amount of two thousand rupees (Rs.2,000/-), particulars whereof are set forth in the Second Schedule hereto, be and the same are hereby vested in the Treasurer of Charitable Endowments for the territories subject to the Government of Bombay, upon the terms that the same shall be held as an endowment for the purposes and objects mentioned in the said scheme set forth in the First Schedule hereto, and that he shall collect or draw the income or interest thereof as and when the same becomes due and payable and shall pay the same as and when the same shall from time to time be received by him to the person or persons appointed to administer the same under the said : scheme and that such scheme shall come into operation as on the date hereof. THE FIRST SCHEDULE ABOVE REFERRED TO Scheme 1. The endowment fund shall be know as "The Barjorji Manekji As per GR. E & Sularia Prize Fund" in connection with the Elphinstone% 1., No. 6170, dt. 25/8/1949. High School, Bombay, the *R.C. High School, ^Commercial Ahmedabad, and the R.S. Dalal High School, Broach. 2. The income accruting from the fund shall be administered by the Director of Public Instruction of the Bombay Presidency for the time being. 3. The income accruing from the fund shall be annually devoted to the grant of a prize to be called the Barjorji Manekji Sutaria Prize to such Parsipupil who shall pass the Matriculation Examination with the highest number of marks form any of the three institutions mentioned in condition I above. 4. If any year there shall be no Parsi pupil passing from the said institutions the prize shall be given to the Parsi pupil passing the said examination with highest number of marks from nay other Government shcool in the Bombay Presidency. 5. The trust shall operate in favour of any institutions by which the said institutions may, with the approval of the Government of Bombay, be replaced and for such other purposes of a like nature or in furtherance of the inlent specified as shall at any time seem proper to the Government of Bombay. 6. The investment, management and dispensation of the fund shall be at the discreation of Government.

4. Subs. by S.0. 540 (E), dated 19th August, 1991 for sub-role (1) (w.e.f. 21st August, 1991).

5. Subs. by S.0.366 (E), dated 24th May, 1975.