SHARE CAPITAL & DEBENTURES

rules · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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SHARE CAPITAL & DEBENTURES COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 In exercise of the powers conferred under section 26, sub-section (1) of section 27, section 28, section 29, sub -section (2) of section 31, sub-sections (3) and (4) of section 39, sub-section (6) of section 40 and section 42 read with section 469 of the Companies Act, 2013 and in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely:— Short title and commencement. 1. (1) These rules may be called the Companies (Prospectus and Allotment of Securities) Rules, 2014. They shall come into force on the 1st day of April, 2014. Definitions. (1) In these rules, unless the context otherwise requires,— (a) "Act" means the Companies Act, 2013 (18 of 2013); (b) "Annexure" means the Annexure to these rules; (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. Information to be stated in the prospectus. (1) The Prospectus to be issued s

Rule TOC

1 · (1) These rules may be called the Companies (Prospectus and Allotment of Securities) Rules, 2014.

4 · The following reports shall be set out with the prospectus, namely:—

5 · The prospectus shall include the following other matters and reports, namely:—

6 · For the matters specified in rules 3 to 5, which require a company to provide certain particulars 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 · (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:—

8 · (1) The provisions of Part I of Chapter III namely "Prospectus and Allotment of Securities" and rules made thereunder shall be applicable to an offer of sale referred to in section 28 except for the following, namely:—

9 · The promoters of every public company making a public offer of any convertible securities may hold such securities only in dematerialised form:

10 · The information memorandum shall be prepared in Form PAS-2 and filed with the Registrar along with the fee as provided 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.

13 · A company may pay commission to any person in connection with the subscription or procurement of subscription to its securities, whether absolute or conditional, subject to the following conditions, namely:—

14 · (1)(a) For the purposes of sub-section (1) of section 42, a company may make an offer or invitation to subscribe to securities through issue of a private placement offer letter in Form PAS-4.

1 · [Providedalso that in case of an offer or invitation for non-convertible debentures referred to in the second proviso, made within a period of six months from the date of commencement of these rules, the special resolution referred to in the second proviso may be passed within the said period of six months from the date of commencement of these rules;]