Sr No

Section

1956 Act

2000 Act

9

60A (new)

60B (new)

Shelf Prospectus:

Any Public financial Institution, Public sector bank or scheduled bank whose main object is financing shall file a shelf prospectus. An information memorandum shall be issued along with the shelf prospectus. The document is valid for a period of one year, from the date of opening of the first issue of securities.

A Public Company may circulate an Information Memorandum ( different from that referred to in section 60B)prior to filing of prospectus.

10

67(3)

Circumstances where an offer would not amount to a Public Offer.

Two new provisos added to sub-section (3):

(i)If the offer is made to 50 persons or more, it shall assume the character of a Public Offer.

(ii) The proviso No.(i) shall not apply to NBFCs & PFCs.

11.

68B (new)

Initial Offer of securities to be in dematerialised form in certain cases:

"Notwithstanding anything contained in any other provisions of this Act, every listed Public Company, making initial public offer of any security for a sum of rupees ten crores or more, shall issue the same only in dematerialised form by complying with the requisite provisions of Depositories Act, 1996 (22 of 1996) and regulations made thereunder."

12.

117Ato 117C

Debenture Trust Deed was not prescribed. The Trustees used to be those who received returns / remuneration from the Company in some way or the other.

Prescribed form of Trust-Deed, executed within the prescribed time. Therefore there will be a uniform Trust-Deed prescribed by the Govt for all Debenture issues.

Trustees are to be appointed before the issue. As per the new provision, no person shall be appointed as a Debenture Trustee, if he-

1. beneficially holds shares in the Company.

2. Is beneficially entitled to moneys which are to be paid by the Company to the debenture trustee.

3. Has entered into any guarantee in respect of principal debts secured by the debentures or interest thereon.

Therefore FIIs holding even a single share will be disqualified from being the Trustee. In other words he should be a non-interested trustee like the Independent Directors.

Powers of the trustee has been enhanced, and he could file a petition to the CLB where he is of the opinion that the assets of the Company are insufficient or likely to become insufficient to discharge the Principal amount ( not the interest).

The section 117C (5) imposes penalty on the Company's officers and not the Company itself.