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Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies LawExtract ..... ; (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 the issue, credit rating agency for the issue, arrangers, if any, of the instrument, names and addresses of such other persons as may be specified by the Securities and Exchange Board in its regulations; (b) the dates re ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... r 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 schedule of implementation of the project; (f) the interim use of funds, if any (4) The prospectus to be issued shall contain the following details and disclosures, namely:- (i) the 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 issuer company during the last five years immediately preceding the year of the issue of the prospectus and any direction issued by such Ministry or Department or statutory authority upon conclusion of ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... ary 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-rule, the report shall also include the amounts or rates of dividends, if any, paid by the issuer company in respect of each class of shares for each of the five financial years immediately preceding the year of issue of the prospectus, giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years: Provided that if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, a statem ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... 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 third parties, disclosures regarding - (i) the names, addresses, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, to the vendor and, where there is more than one vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property proposed to be acquired by the company; and (iv) the particulars of every transaction relating to the property, completed within the two preceding years, in which any vendor of the property or any person who is, or was at t ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... ntracts; (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 other transactions which are material to the issuer company or the related party, or any transactions that are unusual in their nature or conditions, involving goods, services, or tangible or intangible assets, to which the issuer company or any of its parent companies was a party: Provided that the disclosures for related party transactions for the period prior to notification of these rules shall be to the extent of disclosure requirements as per the Companies Act, 1956 and the relevant accounting standards prevailing at the said time. (7) The summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of issue of prospe ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... 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 unutilized amount out of the money so raised, it shall not vary the terms of contracts referred to in the prospectus or objects for which the prospectus was issued except by passing a special resolution through postal ballot and the notice of the proposed special resolution shall contain the following particulars, namely:- (a) the original purpose or object of the Issue; (b) the total money raised; (c) the money utilised for the objects of the company stated in the prospectus; (d) the extent of achievement of proposed objects(that is fifty percent, sixty percent, etc); (e) the unutilised amount out of the money so raised through prospectus, (f) the particulars of the proposed variation in the terms of contracts referred to in the prospectus ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... d 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 a period of fifteen days from the closure of the issue and if any such money is not so repaid within such period, the directors of the company who are officers in default shall jointly and severally be liable to repay that money with interest at the rate of fifteen percent per annum. (2) The application money to be refunded shall be credited only to the bank account from which the subscription was remitted. 12. Return of Allotment.- (1) Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014. (2) There shall be attached to the Form PAS-3 a list of allottees stati ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... 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 shares, five percent of the price at which the shares are issued or a rate authorised by the articles, whichever is less, and in case of debentures, shall not exceed two and a half per cent of the price at which the debentures are issued, or as specified in the company s articles, whichever is less; (d) the prospectus of the company shall disclose - (i) the name of the underwriters; (ii) the rate and amount of the commission payable to the underwriter; and (iii) the number of securities which is to be underwritten or subscribed by the underwriter absolutely or conditionally. (e) there shall not be paid commission to any underwriter on securities which are not offered to the public for subscription; (f) a copy of the contract for the payment of commission is delivered to the Registrar at the time of delivery of th ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x ..... hall 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 securities shall be made 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 payments for subscriptions have 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. (3) The company shall maintain a complete record of private placement offers in Form PAS-5: Provided that a copy of such record along with the private placement offer letter in Form PAS-4 shall be filed with the Registrar with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and where the company is listed, with the Securities and Exchange Board within a period of thirty days of circulation of the private placement offer letter. Explana ..... x x x x x Extracts x x x x x Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014. - File Number 1/21/13-CL-V - Companies Law x x x x x Extracts x x x x x
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