[27th October 2023] In
exercise of the powers conferred by section 29 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:- (1)
These
rules may be called the Companies (Prospectus and Allotment of Securities)
Second Amendment Rules, 2023. (2)
They
shall come into force on the date of publication in the Official Gazette. In
the Companies (Prospectus and Allotment of Securities) Rules, 2014 (hereinafter
referred to as the said rules) rule 9 shall be numbered as sub-rule (1)
thereof, and after sub-rule (1) as so numbered, the following sub-rules shall
be inserted, namely: - "(2) Every public company which issued share warrants prior to
commencement of the Companies Act, 2013 (18 of 2013) and not converted into
shares shall, - (a)
within
a period of three months of the commencement of the Companies (Prospectus and
Allotment of Securities) Second Amendment Rules, 2023 inform the Registrar
about the details of such share warrants in Form PAS-7; and (b)
within
a period of six months of the commencement of the Companies (Prospectus and
Allotment of Securities) Second Amendment Rules, 2023, require the bearers of
the share warrants to surrender such warrants to the company and get the shares
dematerialised in their account and for this purpose the company shall place a
notice for the bearers of share warrants in Form PAS-8 on the website of the company,
if any and shall also publish the same in a newspaper in the vernacular
language which is in circulation in the district and in English language in an
English newspaper, widely circulated in the State in which the registered
office of the company is situated. (3) In
case any bearer of share warrant does not surrender the share warrants within
the period referred to in sub-rule (2), the company shall convert the such
share warrants into dematerialised form and transfer the same to the Investor
Education and Protection Fund established under section 125 of the Act." After
rule 9A of the said rules, the following rule shall be inserted, namely:- "9B. Issue of securities in
dematerialised form by private companies:- (1)
Every
private company, other than a small company, shall within the period referred
to in sub-rule (2) - (a)
issue
the securities only in dematerialised form; and (b)
facilitate
dematerialisation of all its securities, in accordance with provisions of the
Depositories Act, 1996 (22 of 1996) and regulations made thereunder. (2)
A
private company, which as on last day of a financial year, ending on or after
31st March, 2023, is not a small company as per audited financial statements
for such financial year, shall, within eighteen months of closure of such
financial year, comply with the provisions of this rule. (3)
Every
private company referred to in sub-rule (2) making any offer for issue of any
securities or buyback of securities or issue of bonus shares or rights offer,
after the date when it is required to comply with this rule, shall ensure that
before making such offer, entire holding of securities of its promoters,
directors, key managerial personnel has been dematerialised in accordance with
the provisions of the Depositories Act, 1996 (22 of 1996) and regulations made
thereunder. (4)
Every
holder of securities of the private company referred to in sub-rule (2),- (a)
who
intends to transfer such securities on or after the date when the company is
required to comply with this rule, shall get such securities dematerialised
before the transfer; or (b)
who
subscribes to any securities of the concerned private company whether by way of
private placement or bonus shares or rights offer on or after the date when the
company is required to comply with this rule shall ensure that all his
securities are held in dematerialised form before such subscription. (5)
The
provisions of sub-rules (4) to (10) of rule 9A shall, mutatis mutandis, apply
to the dematerialisation of securities under this rule. (6)
The
provisions of this rule shall not apply in case of a Government company.". In
the Annexure to the said rules, after the Form PAS-6, the following Forms shall
be inserted, namely:- "Form PAS-7 (Details of pending share warrants) [Rule 9(2)(a)] Name
of the Company: CIN: Details
of pending share warrants issued prior to the commencement of Companies Act,
2013 (18 of 2013):- (For
each approval of Central Government in case the approval was sought on more
than one occasion) (i)
Date
of approval of the Central Government: ...................................... (ii)
Date
of issue of share warrants: ...................................... (iii)
Number
of shares against which share warrants issued:
...................................... (iv)
Details
of persons to whom share warrants issued:
...................................... Sr. No. Name of the person to whom share warrants
issued Certificate number against which share
warrants issued Distinctive number of shares against which
share warrant issued Number of shares involved 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 the 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. It
is also certified that 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. To
be digitally signed by *Designation (Director/Managing
Director/Manager/Company Secretary/Chief Executive Officer/Chief Financial
Officer) *Director
identification number (DIN) of the Director; or DIN or Permanent Account Number
of the Manager or Chief Executive Officer or Chief Financial Officer; or
Membership number of the Company Secretary Certificate by practicing
professional I
................ (name/category of professional) 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 the
rules 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/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
records of share warrant have been properly prepared, signed by the required officers
of the company and maintained 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 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 sections 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. Form PAS-8 (Notice for bearers of pending share
warrants) [Rule 9(2)(b)] Notice Name
of the Company____________________ Pursuant
to rule 9(2)(b) of the Companies (Prospectus and Allotment of Securities)
Rules, 2014, every bearer of share warrants is required to surrender the
relevant share warrants with the company concerned for conversion of warrants
into shares in the dematerialised form. Accordingly,
notice is hereby given to every bearer of share warrant by _____________ (name
of the company) to surrender the relevant share warrants with the company for
conversion of such warrants into shares in the dematerialised form. In
case, the share warrants are not surrendered within the period referred to in
rule 9(2)(b), the company shall convert the share warrants into shares and
transfer the same to Investor Education and Protection Fund established under
section 125 of the Companies Act, 2013. Sd/ On
behalf of __________ (Name of the Company)Companies (Prospectus And Allotment Of
Securities) Second Amendment Rules, 2023