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Draft- Companies (Prospectus and allotment of Securities) Amendment Rules, 2018

News and Press Release - Dated:- 15-2-2018 - Government of India Ministry of Corporate Affairs Draft Notification New Delhi, 15.02.2018 G.S.R.___ (E). - In exercise of the powers conferred by section 42, read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Prospectus and Allotment of Securities) Rules, 2014, namely:- 1. (1) These rules may be called the Companies (Prospec .....

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ment 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 the general meeting, the following disclosure shall be made: (i) Particulars of the offer including date of passing board resolution, members resolution, kinds of securities offered, price at which security is being offered; basis or justification for the price (including prem .....

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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. (iv) Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process; (v) details of any litigation or legal action pending or taken by any .....

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ast 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, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries; (vii) Details of acts of material frauds committed against the company in the last three years, if any, .....

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n case of offer or invitation for non-convertible debentures, in case the amount exceeds the limit as specified in section 180 (1)(c), it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year. 2. (a) For the purpose of sub section (2) of section 42, an offer or invitation to subscribe securities under private placement shall not be made to persons more than two hundred in the aggregate in a .....

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re, preference share or debenture; ii. the requirement of provisions of sub-section (2) 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; (b). (It was deliberated and decided that since there is no requirement for minimum paid up share capital in the private and public comp .....

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shall be allowed to apply through such application form and any application not conforming to this condition shall be treated as invalid: Provided further that the private placement offer - cum - application shall include the following disclosure: a) Date of passing of board resolution; b) Date of passing of resolution in the general meeting, authorizing the offer of securities; c) Kinds of securities offered (i.e. whether share or debenture) and class of security; d) price at which the security .....

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promoters or directors either as part of the offer or separately in furtherance of such objects; k) Principle terms of assets charged as security, if applicable; Explanation- For the purpose of this rule, it is hereby clarified that the date of private placement offer letter shall be deemed to be the date of circulation of private placement offer letter. 4. In terms of proviso to sub- section (5) of section 42, a company may at any time make more than one issue of securities to qualified instit .....

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rom the bank account of the person whose name appears first in the application. Provided further that provision of above sub Rule shall not apply in case of issue of shares for conversion of loan 7. 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 security holders containing- (i) the full n .....

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..........) …………….., Jt. Secy Annexure FORM NO PAS - 4 Part - A PRIVATE PLACEMENT OFFER cum application LETTER [Pursuant to section 42 and rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014] The Private Placement Offer Letter shall contain the following: 1. GENERAL INFORMATION (i) Name, address, website, if any, and other contact details of the company indicating both registered office and corporate office; (ii) Date of incorporation of t .....

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ereon; iv) loan from any bank or financial institution and interest thereon. (viii) Names, 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 (i) Financial position of the Company for the last 3 financial Year 2. Particulars of offer: (ii) Date of passing of board resolution; (iii) Date of passing of resolution in the general meeting, authorizing the off .....

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relevant date with reference to which the price has been arrived at; (ix) the class or classes of persons to whom the allotment is proposed to be made; (x) intention of promoters, directors or key managerial personnel to subscribe to the offer; (xi) the proposed time within which the allotment shall be completed; (xii) the names of the proposed allottees and the percentage of post preferential offer capital that may be held by them; (xiii) the change in control, if any, in the company that would .....

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vidend or rate of interest, mode of payment and repayment; (xviii) Proposed time schedule for which the offer letter is valid; (xix) Purposes and objects of the offer; (xx) contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects; (xxi) Principle terms of assets charged as security, if applicable; (xxii) The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern st .....

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ers (including NRIs) Sub-total (B) GRAND TOTAL 2. Mode of Payment for subscription - o Cheque o Demand Draft o Other Banking Channels 3. 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 Depa .....

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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 res .....

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d if so, section-wise details thereof for the company and all of its subsidiaries vii. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company 4. FINANCIAL POSITION OF THE COMPANY (a) the capital structure of the company in the following manner in a tabular form- (i) (a) the authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value); (b) size of the present .....

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ber and price at which each of the allotments were made in the last one year preceding the date of the offer 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 circulation of offer letter; (c) Dividends declared by the company in respect of the said three financial years; interest .....

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