Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023

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..... Secy. Note: The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide number G.S.R. 251(E), dated the 31st March, 2014 and last amended vide notification G.S.R. 338(E), dated the 5th May, 2022 ============= Document 1 [भाग II–खण्ड 3 (i)] भारत का राजपत्र : असाधारण Form No. PAS-2 Information Memorandum [Pursuant to section 31(2) of the Companies Act, 2013 सत्यमेव जयते and rule 10 of Companies (Prospectus and Allotment of Securities) Rules, 2014] Refer instruction kit for filing the form. * All fields marked in are mandatory Company Information 1 Particulars of the company (a) *Corporate Identity Number (CIN) (b) *Name of the Company (c) *Address of the registered office of the company (d) *Email ID of the company 2 Details of Shelf Prospectus (a) *Reference details (b) *Date of filing with Registrar(DD/MM/YYYY) (c) *Date of issue (DD/MM/YYYY) Form language English Hindi 21 (d) *Period of validity (....

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....thority against the company 14 Any significant change in the business environment of the company whether technological, financial, market related, government policy or otherwise, adversely affecting, in present or in future, the business of the company 15 Any significant change in the management or ownership of the company 16 Any other change which may reasonably influence the investment decision of an investor 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 (a) Optional attachment(s) - if any Max 2 MB Choose File Remove Download Declaration I am authorised by the Board of Directors of the Company vide resolution number*| dated (DD/MM/YYYY)* 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....

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....¤¤à¥‡ Refer instruction kit for filing the form. * All fields marked in are mandatory 1 Company Information (a) *Corporate Identity Number (CIN) (b) *Name of the company (c) *Address of the Registered Office of the company (d) *Email ID of the company 2 *Number of allotments 3 *Type of security (Equity/Preference/Debentures) 4 (a) If Equity: Type of allotment (Public issue/Bonus issue/Right issue/Conversion of Loans/ Conversion of debenture/ Conversion of preference shares/ Private placement/Preferential allotment /Employee stock option Plan (ESOP)/Sweat equity/Others) (b) If Others, please provide details (c) If Preference: Type of allotment (Public issue/Bonus issue/Right issue/Conversion of Loans/ Conversion of debenture/ Private placement/Preferential allotment/Employee stock option Plan (ESOP) /Sweat equity/Others) (d) If Others, please provide details (e) If Debentures: Type of allotment (Public issue/Conversion of Loans/Private placement/Preferential allotment/Others) (f) If Others, please provide details Form language English Hindi 25 26 THE GAZETTE OF INDIA: EXTRAORDINARY (g) Whether Convertible or Non-convertible Convertible 5 Mode ....

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....arties to agreement THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] (c) Brief particulars of agreement 13 *Whether valuation report of the Registered Valuer has been obtained for valuation of assets issued in lieu of shares allotted for consideration other than cash Yes No Key information on valuation report (a) Name of firm/individual undertaking valuation (b) Registration number issued by IBBI (c) Email ID (d) Mobile number (e) Is valuer, a member of professional body i. e. ICAI, ICSI or ICWAI (Yes/No) (f) Membership number of the valuer (g) Permanent Account Number (PAN) (h) Has ICAI issued UDIN against the valuation report (Yes/No/NA) (i) UDIN of valuation report issued by ICAI (j) Method of valuation (k) Valuation amount (1) Date of issue of report (DD/MM/YYYY) (m) Other brief details of valuation (if any) 14 Particulars of private placement (a) Category to whom allotment is made ☐ Existing shareholders Employee Directors [भाग II–खण्ड 3 (i)] Qualified Institutional Buyers (b) If Others, please provide details 15 Particulars of Bonus shares issued (a) Class of security भार....

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....y shares Nominal amount per share (in INR) Total amount of equity shares (in INR) Preference share capital Number of classes Class of shares Number of preference shares Nominal amount per share (in INR) Total amount of preference shares (in INR) Unclassified shares Particulars Authorised capital Issued capital Subscribed capital Paid up capital Authorised capital Issued capital Subscribed capital Paid up capital Authorised capital 31 32 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Number of Unclassified shares Total amount of (in INR) Unclassified shares Capital structure post allotment- Debt Debt Structure of the company after taking into consideration the above allotment(s) of debentures/ other security: Particulars Total Amount Debentures Secured Loans Others, specify Attachments (a) List of Allottees Add another attachment Max 10 MB Choose File Remove Download Max 10 MB Choose File Remove Download Max 2 MB Choose File Remove Download (b) Valuation Report from the valuer, if any (c) Copy of contract where securities have been allotted for Max 2 MB Choose File Remove Download consideration other than cash or att....

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....or to such invitation and such persons have received such offer by name; 6. Maintained a complete record of such offers and acceptances in Form No. PAS-5 * To be digitally signed by DSC BOX *Designation (Director/Managing Director/Manager/Company Secretary/CEO/CFO) *Director identification number of the director; OR DIN or PAN of the manager or CEO or CFO or Membership number of the Company Secretary Certificate by practicing professional I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified records maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. I further certify that: 1. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, ....

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....hares Number of shares Percentage of Total Capital Issued 36 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] (e) Reasons for shares held in physical form (f) Details of changes in share capital during the half-year under consideration as per Table below: Particulars Number of shares Whether intimated to NSDL (vii) Number of shares at the beginning of the reporting period (viii) Rights (ix) Bonus (x) Private Placement (xi) ESOPS (xii) Amalgamation (vii) Conversion (viii) Buy back (ix) Capital Reduction (x) Forfeiture (xi) Any Other (Please specify) (xii)Number of shares at the end of the reporting period (g) Details of Shares held by: (i) *Promoters (ii) *Directors (iii) *KMPs Whether intimated to CDSL Demat Physical Total [भाग II–खण्ड 3 (i)] भारत का राजपत्र : असाधारण 6 (a) *Whether the Register of Members is updated (b) If no, the date upto which it has been updated 7 Details of Demat requests 37 Yes ○ No Total No. of Demat requests No. of requests No. of shares Reasons for....