TaxTMI 
TaxTMI 
Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018
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....pany shall not make an offer or invitation to subscribe to securities through private placement unless the proposal 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 shareholders' approval, the following disclosure shall be made:- (a) particulars of the offer including date of passing of Board resolution; (b) kinds of securities offered and the price at which security is being offered; (c) basis or justification for the price (including premium, if any) at which the offer or invitation is being made; (d) name and address of valuer who performed valuation; (e) amount which the company intends to raise by way of such securities; (f) material terms of raising such securities, proposed time schedule, purposes or objects of offer, contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects; principle terms of assets charged as securities: ....
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.... from the bank account of the person subscribing to such securities and the company shall keep the record of the bank account from where such payment for subscription has been received: Provided that monies payable on subscription to securities to be held by joint holders shall be paid from the bank account of the person whose name appears first in the application: Provided further that the provisions of this sub-rule shall not apply in case of issue of shares for consideration other than cash. (6) A return of allotment of securities under section 42 shall be filed with the Registrar within fifteen days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all the allottees containing- (i) the full name, address, Permanent Account Number and 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 rec....
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....ct details of the company indicating both registered office and corporate office; (ii) Date of incorporation of the company; (iii) Business carried on by the company and its subsidiaries with the details of Abranches or units, if any; (iv) Brief particulars of the management of the company; (v) Names, addresses, Director Identification Number (DIN) and occupations of the directors; (vi) Management's perception of risk factors; (vii) Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of - (a) statutory dues; (b) debentures and interest thereon; (c) deposits and interest thereon; (d) loan from any bank or financial institution and interest thereon; (viii) Name, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process; (ix) Any Default in Annual filing of the Company under the Companies Act, 2013 or the rules made thereunder. 2. Particulars of offer: (i) Financial position of the Company for the last 3 financial years; (ii) Date of passing of Board resolution; (iii) Da....
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....curity, if applicable; (xxi) The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations; (xxii) The pre-issue and post-issue shareholding pattern of the company in the following format:- Sl. No. Category Pre-issue Post-issue No. of % of share No. shares held holding of % of share shares held holding Promoters' A holding 1 Indian Individual Bodies 2 B 1 corporate Sub-total Foreign promoters sub-total (A) Non- promoters' holding Institutional investors Non- institutional Investors Private corporate bodies Directors and relatives Indian public others [including Non-resident Indians(NRIs)] Sub-total (B) GRAND TOTAL 3. Mode of payment for subscription - o Cheque o Demand Draft o Other Banking Channels 4. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC. (i) Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such in....
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....ue); (B) size of the present offer; (C) paid up capital (I) after the offer; (II) 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 private placement offer cum application 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 issue of private placement offer cum application letter; (c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (cash profit ....