Companies Rules

Short Title and Commencement To be Published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-Section (i)] Government of India Ministry of Corporate Affairs New Delhi, the 31st March, 2014 G.S.R. 252(E).- In exercise of the powers conferred by section 41 read with 469 of the Companies Act, 2013, the Central Government hereby makes the following rules, […]

Private placement (1) For the purposes of sub-section (2) and sub-section (3) of section 42, a company shall not make an offer or invitation. to subscribe to securities through private placement unless the proposal has been previously approved by the shareholders of the company, by a special resolution. for each of the offers or invitations: Provided

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: – (a) the payment of such commission shall be authorized in the company’s articles of association; (b) the commission may be paid

Return of Allotment. (1) Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014. (2) There shall be attached to the Form

Refund of Application Money (1) If the stated minimum amount has not been subscribed and the sum payable on application is not received within the period specified therein, then the application money shall be repaid within a period of fifteen days from the closure of the issue and if any such money is not so

Shelf Prospectus and Information Memorandum 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. Practice area’s of B K

Issue of securities in dematerialised form by unlisted public companies (1) Every unlisted public company shall – (a) Issue the securities only in dematerialised form; and (b) Facilitate dematerialisation of all its existing securities in accordance with provisions of the Depositories Act, 1996 and regulations made there under (2) Every unlisted public company making any offer

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: Provided that the entire holding of convertible securities of the company by the promoters held in physical form up to the date of the initial public offer shall be converted into dematerialised form before such

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:- (a) the provisions relating to minimum subscription; (b) the provisions for minimum application value;

Variation in Terms of Contracts Referred to in the Prospectus or Objects for Which Prospectus was Issued (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