TaxTMI 
TaxTMI 
TaxTMI 
Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014.
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....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 co-managers to the issue, registrar to the issue, bankers to the issue, stock brokers to....
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....ach 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 requirement of funds ; (c) the funding plan (means of finance); (d) the summary of the project appraisal report (if any); (e) the sc....
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....irm 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 making such contributions and in case of own sources, complete details thereof. 4. Reports to be set out in the Prospectus.- The following reports shall be set out with the prospectus, namely:- (1) The reports by the auditors with respect to profits and losses and assets and liabilities. Explanation.- For the purposes of this sub-r....
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....ctus. - 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 of the issue of the prospectus ; and (ii) the assets and liabilities of the business as on the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the prospectus; (c) in purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to even....
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....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; (B) Other material contracts; (C) Time and place at which the contracts together with documents will be available for inspection from the date of prospectus until the date of closing of subscription list. (6) The related party transactions entered during the last five financial years immediately preceding the issue of prospectus as under - (a) all transactions with related parties with respect to giving of loans or, guarantees, providing securities in connection with loans made, or investments made ; (b) all oth....
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....ax 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 and details of debenture trustee in case of debt securities. 6. Period for which information to be provided in certain cases.- For the matters specified in rules 3 to 5, which require a company to provide certain particulars or information relating to the preceding five financial years, it shall be sufficient compliance for a company which has not completed five years, if such company provides such particulars or information for all the previous years since its incorporation. 7. Variation in terms of contracts referred to in the prospectus or objects for which prospectus was issued.- (1) where the company has raised money from public through prospectus and has any....
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....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 promoters held in physical form up to the date of the initial public offer shall be converted into dematerialised form before such offer is made and thereafter such promoter shareholding shall be held in dematerialized form only. 10. Shelf prospectus and Information Memorandum.- The information memorandum shall be prepared in Form PAS-2 and filed with the Registrar along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 within one month prior to the issue of a second or subsequent offer of securities under the shelf prospectus. 11. Refund of Application Money.- (1) If the stated minimum amount has not been subscribed and the sum payable on application is not received within the period specified therein, then the application money shall be repaid within ....
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.... (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 experience of valuers, valuation of stocks, shares, debentures, securities etc. shall be conducted by an independent merchant banker who is registered with the Securities and Exchange Board of India or an independent chartered accountant in practice having a minimum experience of ten years. 13. Payment of commission.- A company may pay commission to any person in connection with the subscription or procurement of subscription to its securities, whether absolute or conditional, subject to the following conditions, namely: - (a) the payment of such commission shall be authorized in the company's articles of association; (b) the commission may be paid out of proceeds of the issue or the profit of the company or both; (c) the rate of commission paid or agreed to be paid shall not exceed, in case of shar....
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....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 employees stock option as per provisions of clause (b) of sub-section (1) of section 62 shall not be considered while calculating the limit of two hundred persons; Explanation.- For the purposes of this sub-rule, it is hereby clarified that - (i) the restrictions under sub-clause (b) would be reckoned individually for each kind of security that is equity share, preference share or debenture; (ii) the requirement of provisions of sub-section (3) of section 42 shall apply in respect of offer or invitation of each kind of security and no offer or invitation of another kind of security shall be made unless allotments with respect to offer or invitation made earlier in respect of any other kind of security is completed; (c) the value of such offer or invitation per person shall be with an investment size of not less than twenty thousand rupees of face value of the securities; (d) the payment to be made for subscription to ....
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....milar regulations. PAS FORM [F. No. 1/21/2013-Cl-V] RENUKA KUMAR, Jt. Secy. ============= Document 1 [ à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Form PAS-1 [Pursuant to section 27(1) and rule7(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014] Advertisement giving details of notice of special resolution for varying the terms of any contract referred to in the prospectus or altering the objects for which the prospectus was issued Corporate Identification Number (CIN) - Name of the company- Registered office address- Public Notice Notice is hereby given that by a resolution dated…….. the Board has proposed to vary the terms of the contract referred to in the prospectus dated........ (or to alter the object(s) for which the prospectus dated....... was issued) issued in connection with issue of [number and description of securities] at an issue price of Rs. /- per [description of security] aggregating to Rs. In pursuance of the said resolution, further notice is given that for approving the sai....
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.... charges created (a) *Date of creation of charge (b) *Purpose for which charge has been created (c) *Amount for which charge has been created (d) *Period of charge (in months) (e) *Details of assets / property on which charge has been created (f) *Name of the charge holder (g) Brief terms and conditions of the charge *Change in financial position of the company - (Pre allotment and post allotment) Particulars Pre allotment Post allotment 42 6. THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] Equity share capital Preference share capital Reserve and surplus Debt Secured debts Unsecured debts Total Changes in the Share Capital, i.e. Capitalization Statement- Number of times reserves capitalized Particulars Name of the reserve Nature of reserve Capitalized amount of the reserve Number of shares issued Par value of the shares issued 7. Changes in accounting policies 8. Change in the risk factors as stated in the Shelf Prospectus and in the information memorandum filed with respect to previous offer 9. Economic changes that may affect income from continuing operations [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤....
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.... (CIN) of company (b) Global location number (GLN) of company 2.(a) Name of the company (b) Address of the registered office of the company (c) "e-mail ID of the company 3. Securities allotted payable in cash *Number of allotments à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Return of Allotment सतà¥à¤¯à¤®à¥‡à¤µ जयते (i)*Date of allotment (ii)(a)Date of passing shareholders' resolution (b)SRN of Form No MGT-14 Particulars particulars of terms and Brief conditions Number of securities allotted Nominal amount per security (in Rs.) Total nominal amount (in Rs.) Amount paid per security on application (excluding premium) (in Rs.) Total amount paid on application (excluding premium) (in Rs.) Amount due and payable on allotment (DD/MM/YYYY) Pre-Fill Equity Preference shares shares without Differential Equity Shares with differential Debentures rights rights 45 46 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] per security (excluding premium) (in Rs.) Total amount payable on allotment (excluding premium) ....
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....utional Buyers, Others) (b) Declaration that in respect of preferential allotment or private placement the company has: (check box) ☠allotted relevant securities to less than two hundred persons in aggregate in a financial year excluding exempted categories; ☠not allotted securities with an application size of less than twenty thousand per person; ☠offered such securities through private placement offer letter and no prospectus or any other public advertisement has been issued for the same; ☠completed allotment in respect of earlier private placement offers; 48 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] 7. Capital Structure of the company after taking in to consideration the above allotments(s) of shares : Particulars Number of equity shares Nominal amount per equity share Total amount of equity shares Number of preference Authorized Capital Issued capital Subscribed capital Paid Up capital shares Nominal value per preference share Total amount of preference shares Unclassified shares Total amount of unclassified shares Total ☠received money payable on subscription of such securities through cheque or ....
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....ny. 2. 3. Where the securities are issued other than cash, the contract as well as list of allottees and any other contract of sale, or a contract for services or other consideration in respect of which that allotment is made is attached herewith. If not, then an attachment has been attached by the company mentioning all the particulars of the contract in writing. To be digitally signed by *Designation [(Drop down): Director or Managing Director or Manager or Company Secretary or CEO or CFO] *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 50 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER [Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014] The Private Placement Offer Letter shall contain the following: 1. GENERAL INFORMATION a. Name, address, website and other contact details of the company indicating both registered office and corporate office; b. Date of incorporation of the company; c. Business carried on by the company and its subsidiari....
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....d by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed iii. remuneration of directors (during the current year and last three financial years); iv Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided v. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark vi. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, comp....
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....का राजपतà¥à¤° : असाधारण 53 b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; c. the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter; 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 subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form. Date: Place: Attac....
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....कà¥à¤·à¤¿à¤ªà¥à¤¤ नाम और पà¥à¤°à¤¾à¤°à¤‚ठ(1) इन नियमों का संकà¥à¤·à¤¿à¤ªà¥à¤¤ नाम कंपनी ( वैशà¥à¤µà¤¿à¤• निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ का निरà¥à¤—म) नियम, 2014 है। (2) 2. (क) (ख) “धारा†से अधिनियम की धारा अà¤à¤¿à¤ªà¥à¤°à¥‡à¤¤ है; (ग) (2) परिà¤à¤¾à¤·à¤¾à¤à¤‚ – (1) इन नियमों में जब तक कि संदरà¥à¤ से अनà¥à¤¯à¤¥à¤¾ अपेकà¥à¤·à¤¿à¤¤ न हो,- - â€....
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....ित हैं, के वही अरà¥à¤¥ होंगे जो कà¥à¤°à¤®à¤¶à¤ƒ अधिनियम और उकà¥à¤¤ नियमों या सà¥à¤•à¥€à¤® में हैं। 3. निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार रसीद का निरà¥à¤—म करने की पातà¥à¤°à¤¤à¤¾ - कोई कंपनी निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¤¾à¤‚ तà¤à¥€ जारी कर सकेगी जब वह इस सà¥à¤•à¥€à¤® और विदेशी मà¥à¤¦à¥à¤°à¤¾ पà¥à¤°à¤¬à¤‚धन नियम और विनि....
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....¤¤ विशेष संकलà¥à¤ª उसी रूप में धारा 41 के पà¥à¤°à¤¯à¥‹à¤œà¤¨ के लिठà¤à¥€ विशेष संकलà¥à¤ª समà¤à¤¾ जाà¤à¤—ा। (3) निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ को कंपनी दà¥à¤µà¤¾à¤°à¤¾ नियà¥à¤•à¥à¤¤ विदेशी निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार बैंक के दà¥à¤µà¤¾à¤°à¤¾ निरà¥à¤—म किया जाà¤à¤—ा तथा अधीनसà¥à¤¥ शेयरों को देशी अà¤à¤¿à¤°à¤•à¥à¤·à¤£ बैंक क....
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....यरत कंपनी सचिव की नियà¥à¤•à¥à¤¤à¤¿ करेगी तथा वà¥à¤¯à¤µà¤¸à¤¾à¤¯à¤°à¤¤ चारà¥à¤Ÿà¤°à¥à¤¡ अकाउंटेंट या वà¥à¤¯à¤µà¤¸à¤¾à¤¯à¤°à¤¤ à¤à¤¸à¥‡ मरà¥à¤šà¥‡à¤‚ट बैंकर अथवा लागत लेखाकार 56 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II—SEC. 3(i)] अथवा वà¥à¤¯à¤µà¤¸à¤¾à¤¯à¤°à¤¤ कंपनी सचिव, से ली गई रिपोरà¥à¤Ÿ कंपनी के निदेशक मंडल या बोरà¥à¤¡ दà¥à¤µà¤¾à¤°à¤¾ पà¥à¤°à¤¾à¤§à¤¿à¤•à¥ƒà¤¤ निदà¥....
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.... की जा सकती हैं तथा इनà¥à¤¹à¥‡à¤‚ विदेश में सूचीबदà¥à¤§ करते हà¥à¤ और वà¥à¤¯à¤¾à¤ªà¤¾à¤°à¤¿à¤• पà¥à¤²à¥‡à¤Ÿà¤«à¤¾à¤°à¥à¤® पर सूचीबदà¥à¤§ या वà¥à¤¯à¤¾à¤ªà¤¾à¤° किया जा सकेगा। (2) निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¤¾à¤‚ केंदà¥à¤°à¥€à¤¯ सरकार अथवा à¤à¤¾à¤°à¤¤à¥€à¤¯ रिजरà¥à¤µ बैंक दà¥à¤µà¤¾à¤°à¤¾ समय-समय पर यथा विहित अथवा विनिरà¥à¤¦à¤¿à¤·à¥....
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....ªà¤¶à¥à¤šà¤¾à¤¤à¥ मूल शेयरों में निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के संपरिवरà¥à¤¤à¤¨ पर ही मतदान करने के लिठहकदार होगा। (2) निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ का संपरिवरà¥à¤¤à¤¨ किठजाने तक विदेशी निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार इस संबंध में निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के धारक तथा कंप....
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.... करने की जिमà¥à¤®à¥‡à¤¦à¤¾à¤°à¥€ लेगा जो अपेकà¥à¤·à¤¿à¤¤ हो तथा निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के पà¥à¤°à¤¾à¤¯à¥‹à¤œà¤¿à¤¤ निरà¥à¤—म की सà¥à¤¥à¤¿à¤¤à¤¿ में, बिकà¥à¤°à¥€ से आगम को शेयरधारकों के संबंधित उनके बैंक खाते में जमा किया जाà¤à¤—ा। 8. पà¥à¤°à¤¾à¤°à¤‚ठसे पहले निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¤¾à¤‚ - ( 1 ) इà....
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....ा उपयोग विदेश में निरà¥à¤—म या निकà¥à¤·à¥‡à¤ªà¤¾à¤—ार पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के लिठनहीं होगा। (2) पà¥à¤°à¤¸à¥à¤¤à¤¾à¤µ दसà¥à¤¤à¤¾à¤µà¥‡à¤œ, जिस किसी à¤à¥€ नाम से जाना जाठऔर यदि इनà¥à¤¹à¥‡à¤‚ पà¥à¤°à¤¾à¤ªà¥à¤¤à¤¿à¤¯à¥‹à¤‚ के निरà¥à¤—म के लिठतैयार किया गया हो, को इस अधिनियम के आशय के अधीन पà¥à¤°à¤¾à¤¸à¥à¤ªà¥‡à¤•à¥à¤Ÿà¤¸ या पà¥à¤°....
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....¤°, संयà¥à¤•à¥à¤¤ सचिव NOTIFICATION New Delhi, the 31st March, 2014 G.S.R. 252(E).- In exercise of the powers conferred by section 41 read with 469 of the Companies Act, 2013, the Central Government hereby makes the following rules, namely:- 1. Short title and commencement. - · (1) These Rules may be called Companies (Issue of Global Depository Receipts) Rules, 2014. (2) They shall come into force on the 1st 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) "Section" means section of the Act; (c) "Scheme" means the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 or any modification or re-enactment thereof; (2) The 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 or in the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 shall have the meanings respectively assigned to them in the Act or in....
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....es or may be sponsored against shares held by shareholders of the company in accordance with such conditions as the Central Government or Reserve Bank of India may prescribe or specify from time to time. (3) The underlying shares shall be allotted in the name of the overseas depository bank and against such shares, the depository receipts shall be issued by the overseas depository bank abroad. 6. Voting rights. - (1) A holder of depository receipts may become a member of the company and shall be entitled to vote as such only on conversion of the depository receipts into underlying shares after following the procedure provided in the Scheme and the provisions of this Act. (2) Until the conversion of depository receipts, the overseas depository shall be entitled to vote on behalf of the holders of depository receipts in accordance with the provisions of the agreement entered into between the depository, holders of depository receipts and the company in this regard. 7. Proceeds of issue. - The proceeds of issues of depository receipts shall either be remitted to a bank account in India or deposited in an Indian bank operating abroad or any foreign bank (which is a Schedule....