February 6, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 27th October, 2023 G.S.R. 802(E).—In exercise of the powers conferred by section 29 read with section 469 of the CompaniesAct, 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. Short title and commencement. ‐ (1) These rules may be called the Companies (Prospectus and Allotment ofSecurities) Second Amendment Rules, 2023.(2) They shall come into force on the date of publication in the Official Gazette.2. 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 beinserted, 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 andAllotment of Securities) Second Amendment Rules, 2023 inform the Registrar about the details ofsuch share warrants in Form PAS-7; and(b) within a period of six months of the commencement of the Companies (Prospectus and Allotmentof Securities) Second Amendment Rules, 2023, require the bearers of the share warrants to surrendersuch warrants to the company and get the shares dematerialised in their account and for this purposethe company shall place a notice for the bearers of share warrants in Form PAS-8 on the website of thecompany, if any and shall also publish the same in a newspaper in the vernacular language which is incirculation in the district and in English language in an English newspaper, widely circulated in theState in which the registered office of the company is situated.6 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)](3) In case any bearer of share warrant does not surrender the share warrants within the period referred to insub-rule (2), the company shall convert the such share warrants into dematerialised form and transfer thesame to the Investor Education and Protection Fund established under section 125 of the Act.”3. 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, otherthan 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 asmall company as per audited financial statements for such financial year, shall, within eighteen months ofclosure 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 buybackof 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, keymanagerial 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 complywith 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 privateplacement or bonus shares or rights offer on or after the date when the company is required to complywith 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 dematerialisationof securities under this rule.(6) The provisions of this rule shall not apply in case of a Government company.”.4. 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: ………………………………………………….Sl. No. Name of the person towhom share warrantsissuedCertificate number againstwhich share warrants issuedDistinctive number of sharesagainst which share warrantissuedNumber of sharesinvolved[भाग II—खण् ड 3(i)] भारत का राजपत्र : ऄसाधारण 7DeclarationI ____ 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 rulesmade 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 andno 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 orChief Executive Officer or Chief Financial Officer; or Membership number of the Company SecretaryCertificate by practicing professionalI ……………… (name/category of professional) declare that I have been duly engaged for the purpose of certificationof this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and the rulesmade thereunder for the subject matter of this form and matters incidental thereto and I have verified the aboveparticulars including attachment(s) from the original/certified records maintained by the company/applicant, which issubject matter of this form and found them to be true, correct and complete and no information material to

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 30th October, 2023 S.O. 4744(E).—In exercise of the powers conferred by sub-section (2) of section 1 of the Companies(Amendment) Act, 2020 (29 of 2020), the Central Government hereby appoints the 30th day of October, 2023 as thedate on which the provisions of section 5 of the said Act shall come into force.   [F.No. 1 /3 /2020-CL.I]INDER DEEP SINGH DHARIWAl, Jt. Secy. Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 | Income Tax Demand Notice | Psara License | FCRA Online Company Registration Services in major cities of India Company Registration in Jaipur | Company Registration in Delhi | Company Registration in Pune | Company Registration in Hyderabad | Company Registration in Bangalore | Company Registration in Chennai | Company Registration in Kolkata | Company Registration in Mumbai | Company Registration in India | Company Registration in Gurgaon | Company Registration in Noida  Complete CA Services CA in Delhi | CA in Gurgaon | CA in Noida | CA in Jaipur | CA Firm in India RERA Services RERA Rajasthan | RERA Haryana | RERA Delhi | UP RERA Most read resources tnreginet |rajssp | jharsewa | picme | pmkisan | webland | bonafide certificate | rent agreement format | tax audit applicability | 7/12 online maharasthra | kerala psc registration | antyodaya saral portal | appointment letter format | 115bac | section 41 of income tax act | GST Search Taxpayer | 194h | section 185 of companies act 2013 | caro 2020 | Challan 280 | itr intimation password |  internal audit applicability |  preliminiary expenses |  mAadhar |  e shram card |  194r |  ec tamilnadu |  194a of income tax act |  80ddb |  aaple sarkar portal |  epf activation |  scrap business |  brsr |  section 135 of companies act 2013 |  depreciation on computer |  section 186 of companies act 2013 | 80ttb | section 115bab | section 115ba | section 148 of income tax act | 80dd | 44ae of Income tax act | west bengal land registration | 194o of income tax act | 270a of income tax act | 80ccc | traces portal | 92e of income tax act | 142(1) of Income Tax Act | 80c of Income Tax Act | Directorate general of GST Intelligence | form 16 | section 164 of companies act | section 194a | section 138 of companies act 2013 | section 133 of companies act 2013

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 9th November, 2023   G.S.R. 832(E). In exercise of the powers conferred by section 79 of the Limited Liability Partnership Act,2008 (6 of 2009), the Central Government hereby makes the following rules, namely :-1. Short title and commencement.- (1) These rules may be called the Limited Liability Partnership(Significant Beneficial Owners) Rules, 2023.(2) They shall come into force on the date of their publication in the Official Gazette.2. Applicability.- The provisions of these rules shall apply to any Limited Liability Partnership.3. Definitions.- (1) In these rules, unless the context otherwise requires,-[ II 3(i)] 23(a)(b)(c)management or policy decisions exercisable by a person or persons acting individually or in concert,directly or indirectly, including by virtue of their contribution or management rights or limited liabilitypartnership agreements or other agreements or in any other manner;(d)(e) –(f) –(i) holding more than one-half of the equity share capital in the body corporate; or(ii) holding more than one-half of the contribution in a partnership entity; or(iii) holding more than one-half of the voting rights in the body corporate; or(iv) having the right to receive or participate in more than one-half of the distributable dividend ordistributable profits or any other distribution by the body corporate including a partnership entity as thecase may be;(g) ted the 11th February, 2022;(h)1932) or a limited liability partnership registered under the Act;(i) d liability partnership required to comply withthe requirements of section 90 of the Companies Act, 2013 as modified by the notification;(j) “section” means a section of Act and includes a section of the Companies Act, 2013, as modified by thenotification;(k) “significant beneficial owner” in relation to a reporting limited liability partnership, means anindividual who acting alone or together or through one or more persons or trust, possesses one or moreof the following rights or entitlements in such reporting limited liability partnership, namely:-(i) holds indirectly or together with any direct holdings, not less than ten per cent of thecontribution;(ii) holds indirectly or together with any direct holdings, not less than ten percent of voting rights inrespect of the management or policy decisions in such limited liability partnership;(iii) has right to receive or participate in not less than ten per cent of the total distributable profits, orany other distribution, in a financial year through indirect holdings alone or together with anydirect holdings;(iv) has right to exercise or actually exercises, significant influence or control, in any manner otherthan through direct-holdings alone:Explanation I.- For the purpose of this clause, if an individual does not hold any right or entitlementindirectly under sub-clauses (i), (ii), (iii) or (iv), he shall not be considered to be a significant beneficialowner.Explanation II.- For the purpose of this clause, an individual shall be considered to hold a right orentitlement directly in the reporting limited liability partnership, if he satisfies any of the following criteria,namely:-(i) the contribution in the reporting limited liability partnership representing such right orentitlement are held in the name of the individual;(ii) the individual holds or acquires a beneficial interest in the contribution of the reporting limitedliability partnership under sub-rule (2) of rule 22B of the Limited Liability Partnership Rules,2009 and has made a declaration in this regard to the reporting limited liability partnership.Explanation III.- For the purpose of this clause, an individual shall be considered to hold a right orentitlement indirectly in the reporting limited liability partnership, if he satisfies any of the followingcriteria, in respect of a partner of the reporting limited liability partnership, namely: –24 THE GAZETTE OF INDIA : EXTRAORDINARY [PARTII SEC. 3(i)](i) where the partner of the reporting limited liability partnership is a body corporate (whether incorporatedor registered in India or abroad) other than a limited liability partnership, and the individual,-(a) holds majority stake in that partner; or(b) holds majority stake in the ultimate holding company (whether incorporated or registered in India orabroad) of that partner;(ii) where the partner of the reporting limited liability partnership is a Hindu undivided family (throughkarta), and the individual is the karta of the Hindu undivided family;(iii) where the partner of the reporting limited liability partnership is a partnership entity (through itself or apartner), and the individual,-(a) is a partner; or(b) holds majority stake in the body corporate which is a partner of the partnership entity; or(c) holds majority stake in the ultimate holding company of the body corporate which is a partner of thepartnership entity.(iv) where the partner of the reporting limited liability partnership is a trust (through trustee), and theindividual,-(a) is a trustee in case of a discretionary trust or a charitable trust;(b) is a beneficiary in case of a specific trust;(c) is the author or settlor in case of a revocable trust.(v) where the partner of the reporting limited liability partnership is,-(a) a pooled investment vehicle; or(b) an entity controlled by the pooled investment vehicle,based in member State of the Financial Action Task Force on Money Laundering and the regulator of thesecurities market in such member State is a member of the International Organisation of SecuritiesCommissions, and the individual in relation to the pooled investment vehicle,-(A) is a general partner; or(B) is an investment manager; or(C) is a chief executive officer where the investment manager of such pooled vehicle is a body corporate or apartnership entity.Explanation IV – Where the partner of a reporting limited liability partnership is,(i) a pooled investment vehicle; or(ii) an entity controlled by the pooled investment vehicle,based in a jurisdiction which does not fulfil the requirements referred to in clause (v) of Explanation III, theprovisions of clause (i) or clause (ii) or clause (iii) or clause (iv) of Explanation III, as the case may be, shallapply.Explanation V.- For the purpose of this clause, if any individual, or individuals acting through any person ortrust, act with a common intent or purpose of exercising any rights or entitlements, or exercising control orsignificant influence, over a reporting limited liability partnership, pursuant to an agreement orunderstanding, formal or informal, such individual, or individuals, acting through any person or trust, as the(l) “significant influence” means the power to participate, directly or

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 24th January, 2024 G.S.R. 61(E).— In exercise of the powers conferred by sub-section (3) of section 23 read with section 469 ofthe Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:-1. Short title and commencement.‐ (1) These rules may be called the Companies (Listing of equity shares inpermissible jurisdictions) Rules, 2024.(2) They shall come into force on the date of their publication in the Official Gazette.2. Definitions.— (1) In these rules, unless the context otherwise requires,—(a) “Act” means the Companies Act, 2013 (18 of 2013);(b) “Authority” means the International Financial Services Centres Authority established under section 4 ofthe International Financial Services Centres Authority Act, 2019 (50 of 2019);(c) “fees” means fees as specified under the Companies (Registration Offices and Fees) Rules, 2014;(d) “permissible jurisdiction” means a jurisdiction specified in the First Schedule;(e) “Schedule” means the Schedule annexed to these rules;(f) “Scheme” means the Direct Listing of Equity Shares of Companies Incorporated in India on InternationalExchanges Scheme made by the Central Government in the Ministry of Finance.(2) The words and expressions used herein and not defined in these rules but defined in the Act or in the Companies(Specification of Definitions Details) Rules, 2014 or the Scheme, shall have the meanings as respectively assigned tothem in the Act, Rules or in the Scheme.3. Application.- The provisions of these rules shall apply to —(a) unlisted public companies;(b) listed public companies, so far as they are in accordance with regulations framed or directions issued inthis regard by the Securities and Exchange Board or the Authority,which issue their securities for the purposes of listing on permitted stock exchanges in permissible jurisdictions.6 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]4. Listing on permitted stock exchanges in permissible jurisdictions.- (1) An unlisted public company, which doesnot fall under rule 5 and which has no partly paid-up shares, may issue equity shares for the purposes of listing on astock exchange in a permissible jurisdiction.Explanation. — For the purposes of this sub-rule, issue of equity shares shall include, offer for sale of equityshares by existing shareholders of the unlisted public company for listing on a stock exchange in a permissiblejurisdiction.(2) The unlisted public company or its existing shareholders referred to in sub-rule (1) shall also comply with therequirements of the Scheme.(3) Listing of equity shares on permitted stock exchanges in permissible jurisdiction by an unlisted public companywhich also intends to get its equity shares listed with any recognised stock exchange as defined under clause (f) ofsection 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) shall also be in compliance with suchconditions as may be specified by the Securities and Exchange Board of India.4) The unlisted public company shall file the prospectus in e-Form LEAP-1 specified in the SecondSchedule along with the fees within a period of seven days after the same has been finalised and filed in thepermitted exchange.(5) After the listing of the equity shares of a company on any of the stock exchanges in a permissiblejurisdiction, the company shall comply with Indian Accounting Standards as specified in the Annexure to theCompanies (Indian Accounting Standards) Rules, 2015 in preparation of their financial statements, inaddition to any other accounting standard, which they may be required to comply for the preparation of thefinancial statements filed before the securities regulator concerned, or with the stock exchange concerned, asthe case may be.5. Certain companies not eligible.- A company shall not be eligible for issuing its equity shares for listing inaccordance with these rules, in case it —(a) has been registered under section 8 or declared as Nidhi under section 406 of the Act;(b) is a company limited by guarantee and also having share capital;(c) has any outstanding deposits accepted from the public as per Chapter V of the Act and rules madethereunder;(d) has a negative net worth;Explanation.— For the purposes of this clause, the expression “net worth” shall have the same meaning asassigned to it under clause (57) of section 2 of the Act;(e) has defaulted in payment of dues to any bank or public financial institution or non-convertible debentureholder or any other secured creditor:Provided that this clause shall not apply if the company had made good the default and a periodof two years had lapsed since the date of making good the default;(f) has made any application for winding-up under the Act or for resolution or winding-up under theInsolvency and Bankruptcy Code, 2016 (31 of 2016) and in case any proceedings against the companyfor winding-up under the Act or for resolution or winding-up under the Insolvency and BankruptcyCode, 2016 (31 of 2016) is pending;(g) has defaulted in filing of an annual return under section 92 or financial statement under section 137 ofthe Act within the specified period. 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