# Share Capital - Disclosure Requirements

## For Each Class of Share Capital

(Different classes of preference shares to be treated separately)

### Basic Disclosures

Number and amount of shares authorised
Number of shares issued, subscribed & fully paid, and subscribed but not fully paid
Par value per share
Reconciliation of number of shares outstanding at beginning and end of reporting period
Rights, preferences and restrictions attaching to each class, including:
Restrictions on distribution of dividends
Restrictions on repayment of capital

### Holding Company Disclosures

Shares held by:

Holding company, OR
Ultimate holding company, OR
Subsidiaries / associates of holding company or ultimate holding company

### Major Shareholder Disclosure

Shares held by each shareholder holding more than 5% of shares, with number of shares.

### Reserved Shares

Shares reserved for issue under options and contracts/commitments for sale of shares/disinvestment, including terms and amounts.

### 5-Year Historical Disclosure (immediately preceding Balance Sheet date)

Aggregate number and class of shares allotted as fully paid-up pursuant to contract without payment in cash.
Aggregate number and class of shares allotted as fully paid-up by way of bonus shares.
Aggregate number and class of shares bought back.

### Convertible Securities

Terms of any securities convertible into equity/preference shares, along with earliest date of conversion in descending order starting from farthest date.

### Other Disclosures

Calls unpaid (showing aggregate value of calls unpaid by Directors and officers)
Forfeited shares (amount originally paid-up)

## Promoter Shareholding Disclosure

Company must disclose:

S. No.	Promoter Name	No. of Shares	% of Total Shares	% Change During Year

Details given separately for each class of shares
% change calculated with numbers at beginning of year, or if issued during year for 1st time, w.r.t. the date of issue

## Specific Purpose Securities

Where securities issued for a specific purpose and the whole or part of amount is not used for that purpose at Balance Sheet date - indicate by way of note how unutilised amounts have been used or invested.

## Rule 11(iv) Disclosure - Intermediary Transactions

Company shall disclose:

Date and amount of fund advanced/loaned/invested in Intermediaries/Funding Party
Date and amount of fund further advanced/loaned/invested by such Intermediary to other intermediary or Ultimate Beneficiaries with complete details
Date and amount of guarantee/security provided to or on behalf of Ultimate Beneficiaries
Declaration that relevant provisions of FEMA and Companies Act are complied with

Worked example

### Example 1

Example - 5% disclosure: ABC Ltd has 10 lakh shares outstanding. Mr. P holds 80,000 shares (8%) and Mr. Q holds 40,000 shares (4%). Only Mr. P's holding needs disclosure since it exceeds 5%. Mr. Q's holding does not require name-wise disclosure.

### Example 2

Example - Promoter % change: At year-start, Promoter A held 1,00,000 shares (10% of 10 lakh). During year, A sold 20,000 shares. At year-end, A holds 80,000 shares (8% of 10 lakh). % change during year = (80,000-1,00,000)/1,00,000 = -20%.

### Example 3

Example - Specific purpose: XYZ Ltd raised Rs. 100 crore through rights issue for a specific factory expansion. By Balance Sheet date, only Rs. 60 crore was used. Disclosure note must state: 'Rs. 40 crore unutilised has been invested in fixed deposits with scheduled banks pending utilisation.'

⚠️ Common exam mistakes

Confusing 5% shareholder disclosure with promoter disclosure - all promoters must be disclosed regardless of percentage
Listing convertible securities in ascending order of conversion date - they should be in DESCENDING order (farthest date first)
Forgetting the 5-year look-back period for bonus shares, shares issued without cash, and buy-backs
Showing all preference share classes together - each class must be disclosed separately
Not disclosing calls unpaid by Directors/officers as a separate aggregate

Reference: Schedule III; Rule 11(iv) of Companies (Audit & Auditors) Rules — Companies Act, 2013

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Disclosure Requirements for Share Capital (Schedule III)

Worked example

⚠️ Common exam mistakes