TaxTMI 
TaxTMI 
Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014.
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....l come into force on the 1^st day of April, 2014. 2. Definitions.- (1) In these rules, unless the context otherwise requires,- (a) "Act" means the Companies Act, 2013 (18 of 2013); (b) "Annexure" means the Annexure to these rules; (c) "fees" means fees as specified in the Companies (Registration Offices and Fees) Rules, 2014; (d) "Form" or 'e-Form" means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; (e) "Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director; (f) "section" means section of the Act; (2) Words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014, shall have the meanings respectively assigned to them in the Act or in the said Rules. 3. Information to be stated in the prospectus.- (1) The Prospectus to be issued shall contain- (a) the names, addresses and contact details of the corporate office of the issuer company, compliance officer of the issuer company, merchant bankers and....
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....are premium account (before and after the issue); (ii) the details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration: Provided that in the case of an initial public offer of an existing company, the details regarding individual allotment shall be given from the date of incorporation of the issuer and in the case of a listed issuer company, the details shall be given for five years immediately preceding the date of filing of the prospectus: Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last two years preceding the date of the prospectus separately indicating the allotments made for considerations other than cash and the details of the consideration in each case. (3) The prospectus to be issued shall contain the following particulars, namely: - (a) the objects of the issue; (b) the purpose for which there is a r....
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....nature and extent of his interest in the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to help him qualify as a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer company shall be disclosed. (6) The sources of promoters' contribution, if any, shall be disclosed in the following manner, namely:- (i) the total shareholding of the promoters, clearly stating the name of the promoter, nature of issue, date of allotment, number of shares, face value, issue price or consideration, source of funds contributed , date when the shares were made fully paid up, percentage of the total pre and post issue capital; (ii) the proceeds out of the sale of shares of the company and shares of its subsidiary companies previously held by each of the promoters; (iii) the disclosure for sources of promoters contribution shall also include the particulars of name, address and the amount so raised as loan, financial assistance etc , if any, by promoters for....
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....) as a whole with the profits or losses of the company, and, so far as they concern members of the issuer company, with the combined profits or losses of its subsidiaries. (3) The reports made by the auditors in respect of the business of the company shall be stated in the prospectus in the manner provided in sub-rule (2). 5. Other matters and reports to be stated in the prospectus. - The prospectus shall include the following other matters and reports, namely:- (1) If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly - (a) in the purchase of any business; or (b) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the company shall become entitled to an interest in either the capital or profits and losses or both, in such business exceeding fifty per cent. thereof, a report made by a chartered accountant (who shall be named in the prospectus) upon- (i) the profits or losses of the business for each of the five financial years immediately preceding the date o....
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....er body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the issuer company and what allowance would have been required to be made, in relation to assets and liabilities so dealt with for the holders of the balance shares, if the issuer company had at all material times held the shares proposed to be acquired; and (ii) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner as provided in sub-clause (ii) of clause (a). (3) The matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty, default. (4) The aggregate number of securities of the issuer company and its subsidiary companies purchased or sold by the promoter group and by the directors of the company which is a promoter of the issuer company and by the directors of the issuer company and their relatives within six months immediately preceding the date of filing the prospectus with the Registrar of Companies shall be disclosed. (5) The matters relating to - (A) Material contracts; ....
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...., date and place of its incorporation, its logo, address of its registered office, its telephone number, fax number, details of contact person, website address, e-mail address; (c) the names of the promoters of the issuer company; (d) the nature, number, price and amount of securities offered and issue size, as may be applicable; (e) the aggregate amount proposed to be raised through all the stages of offers of specified securities made through the shelf prospectus; (f) the name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address; (g) the issue schedule - (i) date of opening of the issue; (ii) date of closing of the issue; (iii) date of earliest closing of the issue, if any. (h) the credit rating, if applicable; (i) all the grades obtained for the initial public offer; (j) the name(s) of the recognised stock exchanges where the securities are proposed to be listed; (k) the details about eligible investors; (l) coupon rate, coupon payment frequency, redemption date, redemption amount an....
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....tice shall also be placed on the web-site of the company, if any. 8. Offer of Sale by Members.- (1) The provisions of Part I of Chapter III namely "Prospectus and Allotment of Securities" and rules made there under shall be applicable to an offer of sale referred to in section 28 except for the following, namely:- (a) the provisions relating to minimum subscription; (b) the provisions for minimum application value; (c) the provisions requiring any statement to be made by the Board of directors in respect of the utilization of money; and (d) any other provision or information which cannot be compiled or gathered by the offeror, with detailed justifications for not being able to comply with such provisions. (2) The prospectus issued under section 28 shall disclose the name of the person or persons or entity bearing the cost of making the offer of sale along with reasons. 9. Dematerialisation of securities.- The promoters of every public company making a public offer of any convertible securities may hold such securities only in dematerialised form: Provided that the entire holding of convertible securities of the company by the promoter....
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....d with the same stamp duty as would have been payable if the contract had been reduced to writing and those particulars shall be deemed to be an instrument within the meaning of the Indian Stamp Act, 1899 (2 of 1899), and the Registrar may, as a condition of filing the particulars, require that the stamp duty payable thereon be adjudicated under section 31 of the Indian Stamp Act, 1899. (5) A report of a registered valuer in respect of valuation of the consideration shall also be attached along with the contract as mentioned in sub-rule (3) and sub-rule (4). (6) In the case of issue of bonus shares, a copy of the resolution passed in the general meeting authorizing the issue of such shares shall be attached to the Form PAS-3. (7) In case the shares have been issued in pursuance of clause (c) of sub-section (1) of section 62 by a company other than a listed company whose equity shares or convertible preference shares are listed on any recognised stock exchange, there shall be attached to Form PAS-3, the valuation report of the registered valuer. Explanation.- Pending notification of sub-section (1) of section 247 of the Act and finalisation of qualifications and ex....
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....ication form shall be allowed to apply through such application form and any application not conforming to this condition shall be treated as invalid. (2) A company shall not make a private placement of its securities unless - (a) the proposed offer of securities or invitation to subscribe securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations: Provided that in the explanatory statement annexed to the notice for the general meeting the basis or justification for the price (including premium, if any) at which the offer or invitation is being made shall be disclosed: Provided further that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year. (b) such offer or invitation shall be made to not more than two hundred persons in the aggregate in a financial year: Provided that any offer or invitation made to qualified institutional buyers, or to employees of the company under a scheme of e....
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....E-mail ID of such security holder; (ii) the class of security held; (iii) the date of allotment of security ; (iv) the number of securities held, nominal value and amount paid on such securities; and particulars of consideration received if the securities were issued for consideration other than cash. (5) The provisions of clauses (b) and (c) of sub-rule (2) shall not be applicable to - (a) non-banking financial companies which are registered with the Reserve Bank of India under Reserve Bank of India Act, 1934; and (b) housing finance companies which are registered with the National Housing Bank under National Housing Bank Act, 1987, if they are complying with regulations made by Reserve Bank of India or National Housing Bank in respect of offer or invitation to be issued on private placement basis: Provided that such companies shall comply with sub-clauses (b) and (c) of sub-rule (2) in case the Reserve Bank of India or the National Housing Bank have not specified similar regulations. PAS FORM [F. No. 1/21/2013-Cl-V] RENUKA KUMAR, Jt. Secy. ============= Document 1 [ à¤à¤¾à¤— II-खà¤....
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....¤¸à¤¤à¥à¤¯à¤®à¥‡à¤µ जयते Particulars of the company *Corporate Identification Number (CIN) Global Location number Name of the company (d) Address of Registered office of the company (e) email id of the company 2. *Details of Shelf Prospectus (a) Reference details (b) Date of filing with Registrar (c) Date of issue (d) Period of validity of shelf prospectus 3. *Details of securities being offered Particulars Kind of security Pre-fill Total Number of securities Number of securities allotted prior to the present offer Number of Offered under the Shelf Prospectus securities offered under the present offer [ à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] 4. 5. Face value per security (in Rs.) Premium per security (in Rs.) Issue price per security à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 41 Date wise details of charges created on the assets / properties of the company since first offer or previous offer of securities – *Numb....
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.... of an investor 43 44 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] 17. *Gist of details of proposed objects with reference to the current offering including project plan, financial details, time period of meeting the objects and other relevant factors Attachments: 1. Optional attachment(s), if any. I * resolution no* * dated* Declaration am authorized by the Board of Directors of the Company vide to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed. To be digitally signed by *Designation *Director identification number of the director or Managing Director; or DIN or PAN of the manager/CEO/CFO; or Membership number of the Company Secretary DSC Box [ à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] FORM PAS. 3 [Pursuant to section 39(4) and 42 (9) of the Compan....
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.... Premium amount per security (if any) (in Rs.) Total premium amount (if any) (in Rs.) Amount of discount per security (if any)(in Rs.) (DD/MM/YYYY) Equity Equity shares with Debentures differential Preference shares shares without differential rights rights [à¤à¤¾à¤— II-खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Total discount amount (if any) (in Rs.) |▬▬▬ (iv)*Details of consideration Consideration for which such securities have been allotted Description of the consideration Value (amount inRs.) (a) Property and assets acquired (b) Goodwill (c) Services (give nature of services) (d) Conversion of Debentures (e) Conversion of Loans 47 (f) Other items (to be specified) (v)*Whether an agreement or contract is executed in writing for allotting securities for consideration other than cash (if yes, attach a copy of such agreement or contract). o Yes ο Îο (vi) Whether valuation report of the Valuer has been obtaine....
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....enclosed as an attachment. o Yes 9. In case 'No', submit details in a CD separately. o No Attachments: 1. *List of allottees. Attach separate list for each allotment (refer instruction kit for format). If not attached, then it shall be submitted separately in a CD. 2. *Copy of Board or Shareholders' resolution. 3. Valuation Report from the valuer, if any; [ à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 49 4. Copy of contract where shares have been allotted for consideration other than cash or attachment if any; wherein the details of contract reduced in writing by the company, 5. Copy of the special resolution authorizing the issue of bonus shares; 6. Complete record of private placement offers and acceptances in Form PAS-5. 7. Optional attachment(s), if any. Declaration I am authorized by the Board of Directors of the Company vide resolution number* dated* to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the ....
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.... interest thereon. h. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process; 2. PARTICULARS OF THE OFFER a. Date of passing of board resolution; b. Date of passing of resolution in the general meeting, authorizing the offer of securities; c. Kinds of securities offered (i.e. whether share or debenture) and class of security; d. price at which the security is being offered including the premium, if any, alongwith justification of the price; e. name and address of the valuer who performed valuation of the security offered; f. Amount which the company intends to raise by way of securities; g. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment; [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 51 h. Proposed time schedule for which the offer letter is valid; i. Purposes and objects of the offer; j. contribution being made by the pro....
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....mpany in the following manner in a tabular form- 52 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] (i) (a) the authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value); (b) size of the present offer; (c) paid up capital (A) after the offer;. (B) after conversion of convertible instruments (if applicable) (d) share premium account (before and after the offer) (ii) the details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case; (b) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulat....
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.... 54 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] Name of the Company: Registered office of the Company: CIN: DETAILS OF PRIVATE PLACEMENT OFFER : Date when approval of the relevant authority (board or the shareholders, as the case may be) obtained for the current Private Placement Offer Letter: Amount of the offer: Date of circulation of private placement offer letter: Following details (in a tabulate statement) of the persons to whom private placement offer letter has been circulated :- (i) Name (ii) Father's name (iii) Complete Address including Flat/House Number, Street, Locality, Pin Code (iv) Phone number, if any (V) email ID, if any (VI) Initial of the Officer of the company designated to keep the Record अधिसूचना नई दिलà¥à¤²à¥€ 31 मारà¥à¤š, 2014 [F. No. 1/21/2013-C1-V] RENUKA KUMAR, Jt. Secy. [ à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 55 सा.....
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....रेत है; “सà¥à¤•à¥€à¤® †से विदेशी मà¥à¤¦à¥à¤°à¤¾ संपरिवरà¥à¤¤à¤¨à¥€à¤¯ बांड तथा साधारण शेयर (निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿ तंतà¥à¤° के माधà¥à¤¯à¤® से) सà¥à¤•à¥€à¤®, 1993 या उसका उपानà¥à¤¤à¤°à¤£ अथवा उसकी पà¥à¤¨à¤ƒ अधिनियमित अà¤à¤¿à¤ªà¥à¤°à¥‡à¤¤ है; उन शबà¥à¤¦à¥‹à¤‚ और पदों के, जो इन नियमों में पà¥à¤°à¤¯à¥à¤•à¥à¤¤ हैं किन....
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....¤ पातà¥à¤° हो। 4. निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ को निरà¥à¤—म करने की शरà¥à¤¤à¥‡à¤‚ - ( 1 ) निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के निरà¥à¤—म के लिठआशयित कंपनी का निदेशक मंडल, कंपनी को à¤à¤¸à¤¾ करने के लिठपà¥à¤°à¤¾à¤§à¤¿à¤•à¥ƒà¤¤ करते हà¥à¤ à¤à¤• संकलà¥à¤ª पारित करेगा। (2) कंपनी साधारण अधिवेशà¤....
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....¤¨à¥€ यह सà¥à¤¨à¤¿à¤¶à¥à¤šà¤¿à¤¤ करेगी कि इस सà¥à¤•à¥€à¤® के सà¤à¥€ लागू उपबंध तथा à¤à¤¾à¤°à¤¤à¥€à¤¯ रिजरà¥à¤µ बैंक दà¥à¤µà¤¾à¤°à¤¾ जारी नियमों अथवा विनियमों अथवा मारà¥à¤—दरà¥à¤¶à¤¨ सिदà¥à¤§à¤¾à¤‚तों का अनà¥à¤ªà¤¾à¤²à¤¨ निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के जारी होने के पूरà¥à¤µ तथा उसके पशà¥à¤šà¤¾à¤¤à¥ में किया चाहà¥....
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....¨ में निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के निरà¥à¤—म होने की सà¤à¥€ औपचारिकताओं के समापà¥à¤¤ होने जाने के ठीक बाद इस निमितà¥à¤¤ होने वाले अधिवेशन में रखी जाà¤à¤—ीः परंतॠऊपरनिरà¥à¤¦à¤¿à¤·à¥à¤Ÿ निदेशक मंडल की समिति के पास, यदि कंपनी के लिठà¤à¤• सà¥à¤µà¤¤à¤‚तà¥à¤° निदेशक ह....
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....ी के शेयरधारकों दà¥à¤µà¤¾à¤°à¤¾ धारित शेयरों के पà¥à¤°à¤¤à¤¿ पà¥à¤°à¤¾à¤¯à¥‹à¤œà¤¿à¤¤ अथवा नठशेयरों के निरà¥à¤—म के पà¥à¤°à¤¤à¤¿ जारी की जा सकेगी। (3) मà¥à¤–à¥à¤¯ शेयरों को विदेशी निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार बैंक के नाम आबंटित किया जाà¤à¤—ा तथा à¤à¤¸à¥‡ शेयरों के पà¥à¤°à¤¤à¤¿ विदेश में, विदेशी निकà¥à¤·à¥‡à¤....
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....¥‡ उपबंधों के अनà¥à¤¸à¤¾à¤° निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के धारक की ओर से मत देने का हकदार होगा। 7. निरà¥à¤—म का आगम निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के निरà¥à¤—म के आगम को à¤à¤¾à¤°à¤¤ में किसी बैंक खाते अथवा विदेश में पà¥à¤°à¤šà¤¾à¤²à¤¨à¤°à¤¤ किसी à¤à¤¾à¤°à¤¤à¥€à¤¯ बैंक अथवा à¤à¤¾à¤°à¤¤ मे....
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....रंठसे पहले निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¤¾à¤‚ जारी करने वाली कंपनी à¤à¤¸à¥‡ पà¥à¤°à¤¾à¤°à¤‚ठके छह मास की अवधि के à¤à¥€à¤¤à¤° इन नियमों के अधीन अपेकà¥à¤·à¤¾à¤“ं का अनà¥à¤ªà¤¾à¤²à¤¨ करेगी। (2) इन नियमों के पà¥à¤°à¤¾à¤°à¤‚ठहोने के छह मास की अवधि के पशà¥à¤šà¤¾à¤¤à¥ निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ à¤....
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....µà¥‡à¤œ के रूप में नहीं माना जाà¤à¤—ा और [ à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 57 पà¥à¤°à¤¾à¤¸à¥à¤ªà¥‡à¤•à¥à¤Ÿà¤¸ के लिठलागू सà¤à¥€ उपबंध या पà¥à¤°à¤¸à¥à¤¤à¤¾à¤µ दसà¥à¤¤à¤¾à¤µà¥‡à¤œà¤¼ का पà¥à¤°à¤¯à¥‹à¤— किसी निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿ पà¥à¤°à¤¸à¥à¤¤à¤¾à¤µ दसà¥à¤¤à¤¾à¤µà¥‡à¤œà¤¼ के लिठनहीं होगा। (3) इस अधिनियम की धारा 88 कà¥....
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....aid rules or scheme. 3. Eligibility to issue depository receipts. - A company may issue depository receipts provided it is eligible to do so in terms of the Scheme and relevant provisions of the Foreign Exchange Management Rules and Regulations. 4. Conditions for issue of depository receipts. - (1) The Board of Directors of the company intending to issue depository receipts shall pass a resolution authorising the company to do so. (2) The company shall take prior approval of its shareholders by a special resolution to be passed at a general meeting: Provided that a special resolution passed under section 62 for issue of shares underlying the depository receipts, shall be deemed to be a special resolution for the purpose of section 41 as well. (3) The depository receipts shall be issued by an overseas depository bank appointed by the company and the underlying shares shall be kept in the custody of a domestic custodian bank. 58 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] (4) The company shall ensure that all the applicable provisions of the Scheme and the rules or regulations or guidelines issued by the Reserve Bank of Indi....