Section 62: Further issue of share capital

Companies Act, 2013 · Chapter IV: Share Capital And Debentures · In force

This section is for the rules and procedures that companies must follow when issuing new shares to increase their subscribed capital.

The section, clause by clause

What the section says

In plain terms

(1)Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered— (a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions, namely:—

When a company with share capital wants to increase its subscribed capital by issuing more shares, it must offer these shares to existing equity shareholders in proportion to their current shareholding, with a notice period of at least 15 days and not more than 30 days.

(1)(i)the offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days 1[or such lesser number of days as may be prescribed] and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;

(1)(ii)unless the articles of the company otherwise provide, the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice referred to in clause (i) shall contain a statement of this right;

(1)(iii)after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not dis- advantageous to the share holders and the company;

(1)(b)to employees under a scheme of employees’ stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed; or

(1)(c)to any persons, if it is authorised by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report 2[of a registered valuer, subject to the compliance with the applicable provisions of Chapter III and any other conditions as may be prescribed].

(2)The notice referred to in sub-clause (i) of clause (a) of sub-section (1) shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue.]

(3)Nothing in this section shall apply to the increase of the subscribed capital of a company caused by the exercise of an option as a term attached to the debentures issued or loan raised by the company to convert such debentures or loans into shares in the company:

This section does not apply when a company's subscribed capital increases because debenture holders or loan providers exercise an option to convert their debentures or loans into shares, as long as the terms of the debentures or loan were approved by a special resolution.

provisoProvided that the terms of issue of such debentures or loan containing such an option have been approved before the issue of such debentures or the raising of loan by a special resolution passed by the company in general meeting.

(4)Notwithstanding anything contained in sub-section (3), where any debentures have been issued, or loan has been obtained from any Government by a company, and if that Government considers it necessary in the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion:

If a company has issued debentures or taken a loan from the Government, the Government can order the conversion of these debentures or loans into shares on reasonable terms, and the company can appeal this order to the Tribunal within 60 days.

provisoProvided that where the terms and conditions of such conversion are not acceptable to the company, it may, within sixty days from the date of communication of such order, appeal to the Tribunal which shall after hearing the company and the Government pass such order as it deems fit.

(5)In determining the terms and conditions of conversion under sub-section (4), the Government shall have due regard to the financial position of the company, the terms of issue of debentures or loans, as the case may be, the rate of interest payable on such debentures or loans and such other matters as it may consider necessary.

When determining the terms and conditions of conversion, the Government must consider the company's financial position, the terms of the debentures or loan, and other relevant factors.

(6)Where the Government has, by an order made under sub-section (4), directed that any debenture or loan or any part thereof shall be converted into shares in a company and where no appeal has been preferred to the Tribunal under sub-section (4) or where such appeal has been dismissed, the memorandum of such company shall, where such order has the effect of increasing the authorised share capital of the company, stand altered and the authorised share capital of such company shall stand increased by an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been converted into.

If the Government orders the conversion of debentures or loans into shares and no appeal is made or the appeal is dismissed, the company's memorandum and authorised share capital will be altered to reflect the increased share capital.

The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.

Amendment notes

1. Sub-section (5) omitted by Act 29 of 2020, s. 10 (w.e.f. 21-12-2020).
1. Ins. by Act 29 of 2020, s. 11 (w.e.f. 22-1-2021).
2. Subs. by Act 1 of 2018, s. 14, for “of a registered valuer subject to such conditions as may be prescribed” (w.e.f. 9-2-2018).
3. Subs. by s. 14, ibid., for sub-section (2) (w.e.f. 9-2-2018).
1. Subs. by Act 22 of 2019, s. 10, for sub-section (2) (w.e.f. 2-11-2018).
2. Subs. by Act 29 of 2020, s. 12, for “one thousand rupees” (w.e.f. 21-12-2020).
3. Subs. by s. 12, ibid., for “or five lakh rupees whichever is less” (w.e.f. 21-12-2020).

Referred to by

s. 26 Matters to be stated in prospectus s. 42 Issue of shares on private placement basis s. 64 Notice to be given to Registrar for alteration of share capital s. 68 Power of company to purchase its own securities s. 126 Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares s. 186 Loan and investment by company

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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.