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3 · Information to be stated in the prospectus.— (1) The Prospectus to be issued shall contain—

4 · Reports to be set out in the Prospectus.- The following reports shall be set out with the prospectus, namely:—

5 · Other matters and reports to be stated in the prospectus.—The prospectus shall include the following other matters and reports, namely:—

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

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

10 · Shelf prospectus and Information Memorandum.—The information memorandum shall be prepared in Form PAS2 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 · Payment of commission.—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 · Private Placement.— (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 .

16 ·

1 · GENERAL INFORMATION

2 · PARTICULARS OF THE OFFER

3 · DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

4 · FINANCIAL POSITION OF THE COMPANY

5 · A DECLARATION BY THE DIRECTORS THAT-

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5 · Manner and form of depository receipts. - (1) The depository receipts can be issued by way of public offering or private placement or in any other manner prevalent abroad and may be listed or traded in an overseas listing or trading platform.

6 · Voting rights. - (1) A holder of depository receipts may become a member of the company and shall be entitled to vote as such only on conversion of the depository receipts into underlying shares after following the procedure provided in the Scheme and the provisions of this Act.

7 · Proceeds of issue. - The proceeds of issues of depository receipts shall either be remitted to a bank account in India or deposited in an Indian bank operating abroad or any foreign bank (which is a Scheduled Bank under the Reserve Bank of India Act, 1934) having operations in India with an agreement that the foreign bank having operations in India shall take responsibility for furnishing all the information which may be required and in the event of a sponsored issue of Depository Receipts, the proceeds of the sale shall be credited to the respective bank account of the shareholders.

8 · Depository receipts prior to commencement. - (1) A company which has issued depository receipts prior to commencement of these rules shall comply with the requirements under these rules within six months of such commencement.