Companies (Prospectus And Allotment Of
Securities) Amendment Rules, 2023
[20th January 2023]
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 (18 of 2013), the Central Government
hereby makes the following rules further to amend the Companies (Prospectus and
Allotment of Securities) Rules, 2014, namely:-
Rule - 1.
(i)
These
rules may be called the Companies (Prospectus and Allotment of Securities)
Amendment Rules, 2023.
(ii)
They
shall come into force with effect from the 23rd day of January, 2023.
Rule - 2.
In the Companies (Prospectus and Allotment of Securities) Rules, 2014,-
(i)
sub-rule
(6) of rule 12 shall be omitted;
(ii)
in
the Annexure, for Form-PAS-2, Form-PAS-3 and Form-PAS-6 the following Forms
shall be substituted, namely :-
Form No. PAS-2
Information Memorandum
[Pursuant to section 31(2) of the
Companies Act, 2013 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)
(d)
*Period
of validity (in months)
(3)
Details
of securities being offered
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Particulars
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Total Number of securities offered
under the Shelf Prospectus*
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Number of securities allotted prior
to the present offer*
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Number of securities offered under
the present offer*
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Type of
Securities*
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Face value
per security (in Rs.)*
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Premium per
security (in Rs.)*
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Issue price
per security*
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(4)
Date
wise details of charges created on the assets / properties of the company since
first offer or previous offer of securities -
(a)
*Number
of charges created
(b)
Particulars
of charges created
|
Sl. No.
|
Date of creation of charge
(DD/MM/YYYY)
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Purpose for which charge has been
created
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Amount for which charge has been
created
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Period of charge (in months)
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Details of assets / property on
which charge has been created
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Name of the charge holder
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Brief terms and conditions of the
charge
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(5)
Change
in financial position of the company - (Pre-Allotment and Post-Allotment)
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Particulars
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Pre-Allotment
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Post-Allotment
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Equity
share capital*
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Preference
share capital*
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Reserves
and surplus*
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Debt
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Secured
debts*
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Unsecured
debts*
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Total
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(6)
Changes
in the Share Capital, i.e. Capitalization Statement-
(a)
Number
of times reserves capitalized
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Particulars
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Name
of the reserve*
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Nature
of reserve*
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Capitalized
amount of the reserve*
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Number
of shares issued*
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Par
value of the shares issued*
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(7)
Changes
in accounting policies
(8)
Change
in the risk factors as stated in the Shelf Prospectus and in the information
memorandum filed with respect to previous offer
(9)
Economic
changes that may affect income from continuing operations
(10)
Any
significant changes in the activities of the company, which may have a material
effect on the profit/loss of the company, including the loss of agencies or
markets and similar factors
(11)
*Changes
in the total turnover of each major industry segment in which the issuer
operates
(12)
Any
significant legal proceedings initiated by the company or against the company
or its directors, the outcome of which could have an adverse impact on the
company
(13)
Any
significant claim made by any person or any authority 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
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.
*To
be digitally signed by
*Designation
(Director/Manager/
Company Secretary/CEO/CFO) * Director identification number of the director or
Managing 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 records maintained by the Company
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,
2013 and were found to be in order;
(2)
All
the required attachments have been completely and legibly attached to this
form.
To
be digitally signed by:
Chartered
accountant (in whole-time practice)
Cost
accountant (in whole-time practice)
Company
secretary (in whole-time practice)
*
Whether associate or fellow:
Associate
Fellow
Membership
number
Certificate
of practice number
Note:
Attention is drawn to provisions of Section 448 and 449 of the Companies Act,
2013 which provide for punishment for false statement / certificate and
punishment for false evidence respectively.
This
eForm has been taken on file maintained by the registrar of companies through
electronic mode and on the basis of statement of correctness given by the
company.
For
office use only
eForm
Service request number (SRN)
eForm
filing date (DD/MM/YYYY)
Form No. PAS-3
Return of Allotment
[Pursuant to section 39(4) and 42
(9) of the Companies Act, 2013 and rule 12 and 14 of the Companies (Prospectus
and Allotment of Securities) Rules, 2014]
Refer
instruction kit for filing the form.
All
fields marked in * are mandatory
(1)
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
(g)
Whether Convertible or Non-convertible Convertible Non-convertible
(5)
Mode
of allotment Cash Other than cash
(6)
*Date
of allotment (DD/MM/YYYY)
It
is confirmed that no such return of allotment is pending to be filed for
securities allotted prior to the date of allotment mentioned in field 6.
Details
of resolution
(7)
Details
of Shareholders Resolution passed
(a)
Date
of passing Shareholders Resolution (DD/MM/YYYY)
(b)
SRN
of MGT-14
(8)
Details
of Board Resolution passed
(a)
Date
of passing Board Resolution (DD/MM/YYYY)
(b)
Mode
of resolution Board Meeting Circulation
(c)
Number
of votes cast in favor
(d)
Number
of votes cast against
(9)
Particulars
of Securities allotted for cash
(a)
Class
of security
(b)
Brief
particulars of terms and conditions
(c)
Number
of securities allotted
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Nominal Amount (in INR)*
..
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Premium Amount (in INR)
|
Discount Amount (in INR)
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Total Amount (in INR)*
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Particulars
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Amount due and payable per security
(in INR)
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Total Amount paid (in INR)
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Amount due and payable per security
(in INR)
|
Total Amount paid (in INR)
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Amount due and payable per security
(in INR)
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Total Amount paid (in INR)
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Amount due and payable per security
(in INR)
|
Total Amount paid (in INR)
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On
application*
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On
allotment
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On
calls*
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Total
amount*
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(10)
Particulars
of securities allotted for consideration other than cash
(a)
Class
of security
(b)
Number
of securities allotted
(c)
Nominal
amount per security (in INR)
(d)
Premium
amount per security (if any) (in INR)
(e)
Discount
amount per security (if any) (in INR)
(f)
Amount
to be treated as paid up on each security (in INR)
(g)
Total
nominal amount (in INR)
(h)
Total
premium amount (if any) (in INR)
(i)
Total
discount amount (if any) (in INR)
(11)
Details
of Consideration
|
Consideration for which such
securities have been allotted
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Description of the consideration
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Value (amount in INR)
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Property and
assets acquired
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Goodwill
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Services
(give nature of services)
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Other
items (to be specified)
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(12)
*Whether
an agreement or contract is executed in writing for allotting securities for
consideration other than cash Particulars of Agreement/Contract Yes No
(a)
Date
of agreement (DD/MM/YYYY)
(b)
Parties
to agreement
(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 Key
information on valuation report Yes No
(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)
(j)
UDIN
of valuation report issued by ICAI
(k)
Method
of valuation
(l)
Valuation
amount
(m)
Date
of issue of report (DD/MM/YYYY)
(n)
Other
brief details of valuation (if any)
(14)
Particulars
of private placement
(a)
Category
to whom allotment is made Existing shareholders Employee Directors ualified
Institutional Buyers Others
(b)
If
Others, please provide details
(15)
Particulars
of Bonus shares issued
(a)
Class
of security
(b)
Number
of bonus shares
(c)
Nominal
amount per share (in INR)
(d)
Amount
to be treated as paid up per share (In INR)
(16)
Particulars
of securities allotted in case of conversion
(a)
Class
of security
(b)
Number
of securities allotted
(c)
Nominal
amount per security (in INR)
(d)
Premium
amount per security (in INR)
(e)
Discount
amount per security (in INR)
(f)
Amount
to be treated as paid up on each security (in INR)
(g)
Total
nominal amount (in INR)
(h)
Total
premium amount (if any) (in INR)
(i)
Total
discount amount (if any) (in INR)
(17)
Details
of Conversion
(a)
*Brief
details of conversion terms
(b)
*Value
(amount in INR)
(c)
In
case of preference share, please provide the class of security
(18)
*Whether
an agreement or contract is executed in writing for allotting securities in
case of conversion Yes No
Particulars
of Agreement/Contract
(a)
Date
of agreement (DD/MM/YYYY)
(b)
Parties
to agreement
(19)
Valuation
report of security issued
(a)
Whether
valuation report of the Registered Valuer has been obtained Key information on
valuation report Yes No
(b)
Name
of firm/individual undertaking valuation report
(c)
Registration
number issued by IBBI
(d)
Email
ID
(e)
Mobile
number
(f)
Is
valuer, a member of professional body i. e.ICAI, ICSI or ICWAI (Yes/No)
(g)
Membership
number of the valuer
(h)
Permanent
Account Number (PAN)
(i)
Has
ICAI issued UDIN against the valuation report (Yes/No/NA)
(j)
UDIN
of valuation report issued by ICAI
(k)
Method
of valuation
(l)
Valuation
amount per share (in INR)
(m)
Date
of issue of report (DD/MM/YYYY)
(n)
Other
brief details of valuation (if any)
(o)
Whether
shares are issued at a price lower than the price determined by the Yes No
registered valuer?
(p)
If
Yes, rationale for the same Capital structure post allotment
(20)
Capital
structure of the company after taking into consideration the above allotment(s)
of shares:
Equity
share capital
Number
of classes
|
Class of shares
|
Authorised capital
|
Issued capital
|
Subscribed capital
|
Paid up capital
|
|
Number of
equity shares
|
|
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Nominal
amount per share (in INR)
|
|
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Total
amount of equity shares (in INR)
|
|
|
|
|
Preference
share capital
Number
of classes
|
Class of shares
|
Authorised capital
|
Issued capital
|
Subscribed capital
|
Paid up capital
|
|
Number of
preference shares
|
|
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Nominal
amount per share (in INR)
|
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Total
amount of preference shares (in INR)
|
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Unclassified
shares
|
Particulars
|
Authorised capital
|
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Number of
Unclassified shares
|
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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
|
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Secured
Loans
|
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|
Others,
specify
|
|
Attachments
(a)
List
of Allottees
(b)
Valuation
Report from the valuer, if any
(c)
Copy
of contract where securities have been allotted for consideration other than
cash or attachment wherein the details of contract reduced in writing by the
company, if any
(d)
Optional
attachment(s), if any
Declaration
I
am authorised by the Board of Directors of the Company vide resolution no *
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.
Whatever is stated in this form and in the attachments thereto is true, correct
and complete and no information material to the subject matter of this form has
been suppressed or concealed and is as per the original records maintained by
the promoters subscribing to the Memorandum of Association and Articles of
Association.
It
is further declared and verified that:
(1)
All
the required attachments have been completely, correctly and legibly attached
to this form.
(2)
The
list of allottees is correct and complete as per records of the company.
(3)
Where
the securities are issued other than cash, the contract as well as list of
allottees and any other contract of sale, or a contract for services or other
consideration in respect of which that allotment is made is attached herewith.
If not, then an attachment has been attached by the company mentioning all the
particulars of the contract in writing.
(4)
The
return of allotment in form PAS-2 is not pending for any such allotment of
securities, prior to the date of allotment mentioned in field 6 of the form.
I
hereby declare that, in respect of private placement the company has
(1)
Allotted
securities to less than two hundred persons in aggregate in a financial year
excluding exempted categories;
(2)
Offered
such securities through private placement offer letter and no prospectus or any
other public advertisement has been issued for the same;
(3)
Completed
allotment in respect of earlier private placement offers;
(4)
Received
money payable on subscription of such securities through cheque or demand draft
or other banking channels but not in cash;
(5)
Made
such offers only to the persons whose names were recorded by the company prior
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
*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,
2013 and were found to be in order;
(2)
All
the required attachments have been completely and legibly attached to this
form.
I
hereby certify that I have gone through the agreements / contracts entered into
by the Company as applicable for allotment of securities for consideration
other than cash, the details of which have been provided in the form, and found
them to be true, correct and complete and no material information is
suppressed.
*
To be digitally signed by
*
Category of professional
Chartered
accountant (in whole-time practice)
Cost
accountant (in whole-time practice)
Company
secretary (in whole-time practice)
*
Whether associate or fellow:
Associate
Fellow
Membership
number
Certificate
of practice number
Note:
Attention is drawn to provisions of Section 448 and 449 of the Companies Act,
2013 which provide for punishment for false statement/certificate and
punishment for false evidence respectively.
This
eForm has been taken on file maintained by the registrar of companies through
electronic mode and on the basis of statement of correctness given by the
filing company.
For
office use only:
eForm
Service request number (SRN)
eForm
filing date (DD/MM/YYYY)
Form No. PAS-6
Reconciliation of Share Capital
Audit Report
(Half-yearly)
[Pursuant to sub-rule (8) of rule 9A
Companies (Prospectus and Allotment of Securities Rules, 2014.)]
Refer
instruction kit for filing the form
All
fields marked in * are mandatory
Company
Details
(1)
*Corporate
Identity Number (CIN)
(2)
(a)
*Name of the company
(b)
*Address of Registered office of the company
(c)
*Email id of the company
Filing
details
(3)
Period
of Filing
*From
(DD/MM/YYYY)
*To
(DD/MM/YYYY)
(4)
*Number
of classes of shares / securities
(5)
Details
of shares as per class
(a)
*Type
of security
(Equity/Preference)
(b)
*Class
of shares
(c)
*ISIN
(d)
|
|
|
Number of shares
|
Percentage
of Total Issued Capital
|
|
(i)
|
*Held in
dematerialized form in CDSL
|
|
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|
(ii)
|
*Held in
dematerialized form in NSDL
|
|
|
|
(iii)
|
*Held in
physical form
|
|
|
|
(iv)
|
*Total no.
of issued shares
|
|
|
(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
|
Whether intimated to CDSL
|
|
(vii)
Number of shares at the beginning of the reporting period
|
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(viii)
Rights
|
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(ix) Bonus
|
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(x)
Private Placement
|
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(xi) ESOPs
|
|
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|
(xii)
Amalgamation
|
|
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|
|
(vii)
Conversion
|
|
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|
(viii) Buy
back
|
|
|
|
|
(ix)
Capital Reduction
|
|
|
|
|
(x)
Forfeiture
|
|
|
|
|
(xi) Any
Other (Please specify)
|
|
|
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|
(xii)Number
of shares at the end of the reporting period
|
|
|
|
(g)
Details
of Shares held by:
|
|
Demat
|
Physical
|
Total
|
|
(i)
*Promoters
|
|
|
|
|
(ii)
*Directors
|
|
|
|
|
(iii)
*KMPs
|
|
|
|
(6)
(a)
*Whether the Register of Members is updated Yes No
(b)
If no, the date upto which it has been updated
(7)
Details
of Demat requests
|
Total
No. of Demat
requests
|
No. of requests
|
No. of shares
|
Reasons for delay
|
|
(a)
Confirmed after 21 Days
|
|
|
|
|
(b)
Pending for more than 21 days
|
|
|
|
(8)
(a)
*Whether there is appointment of common agency for share registry work Yes No
(b)
If yes, please provide the name of the said agency
(9)
Any
other detail that the professional signing this form may like to provide:
Attachments
(a)
Optional
attachment(s) - if any
Verification
I
am authorized by the Board of Directors of the Company vide resolution no *
dated (DD/MM/YYYY)* to sign this form and declare that all the requirements of
Companies Act, 2013 (18 of 2013), the Depositories Act, 1996 (22of 1996) and
the rules/regulations 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.
It
is hereby further certified that the Professional , a*
(Chartered
Account/ Company Secretary)
*
To be digitally signed by
*
Designation (Director/Manager/Company Secretary/CFO/CEO)
*
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, , residing at , having the email 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 (18 of 2013), the
Depositories Act,1996 (22 of 1996) and rules/regulations made 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
records maintained by the Company 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:
(a)
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,
2013 and were found to be in order;
(b)
All
the required attachments have been completely and legibly attached to this
form;
(c)
It
is understood that I shall be liable for action under Section 448 of the
Companies Act, 2013 for wrong certification, if any found at any stage.
*
To be digitally signed by:
Chartered
accountant (in whole-time practice) or
Company
secretary (in whole-time practice)
*
Whether associate or fellow:
Associate
Fellow
Membership
number
Certificate
of practice number
Note:
Attention is drawn to provisions of Section 448 and 449 of the Companies Act,
2013 which provide for punishment for false statement / certificate and
punishment for false evidence respectively.
This
eForm has been taken on file maintained by the registrar of companies through
electronic mode and on the basis of statement of correctness given by the
company.
For
office use only:
e-Form
Service request number (SRN)
e-Form
filing date (DD/MM/YYYY)