TaxTMI 
TaxTMI 
Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018
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....vitation 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: Provided further that this sub-rule shall not apply in case of offer or invitation for ....
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....ent 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 received if the securities were issued for consideration other than cash. (7) The provisions of sub-rule (2) shall not be applicable to - (a) non-banking financial compan....
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.... 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) Date of passing of resolution in the general meeting, authorising the offer of securities; (iv) Kind of securities offered (i.e. whether share or debenture) and class of security; the total number of shares or other securities to be issued; (v) Price at which the security is being offered including the premium, if any, ....
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....are 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 interest in so far as it is different from the interests of other persons; (ii) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action ....
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.... 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 after tax plus interest paid/interest paid) (d) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of issue of private placement offer cum application letter; (e) Audited Cash Flow Statement for the three years immediately preceding the date of issue of private placement offer cum application letter; (f) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company. PART - B (To be filed by the Applicant) (i) Name (ii) Father's name (iii) Complete Address including Flat/Hou....