(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.
(b) A private placement offer letter shall be accompanied by an application form serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the names of such persons in accordance with sub-section (7) of section 42:
Provided that no person other than the person so addressed in the application form shall be allowed to apply through such application form and any application not conforming to this condition shall be treated as invalid.
(2) A company shall not make a private placement of its securities unless –
(a) the proposed offer of securities or invitation to subscribe securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations:
Provided that in the explanatory statement annexed to the notice for the general meeting the basis or justification for the price (including premium, if any) at which the offer or invitation is being made shall be disclosed:
Provided further that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year.
(b) such offer or invitation shall be made to not more than two hundred persons in the aggregate in a financial year:
Provided that any offer or invitation made to qualified institutional buyers, or to employees of the company under a scheme of employees stock option as per provisions of clause (b) of sub-section (1) of section 62 shall not be considered while calculating the limit of two hundred persons;
Explanation.– For the purposes of this sub-rule, it is hereby clarified that -
(i) the restrictions under sub-clause (b) would be reckoned individually for each kind of security that is equity share, preference share or debenture;
(ii) the requirement of provisions of sub-section (3) of section 42 shall apply in respect of offer or invitation of each kind of security and no offer or invitation of another kind of security shall be made unless allotments with respect to offer or invitation made earlier in respect of any other kind of security is completed;
(c) the value of such offer or invitation per person shall be with an investment size of not less than twenty thousand rupees of face value of the securities;
(d) the payment to be made for subscription to securities shall be made from the bank account of the person subscribing to such securities and the company shall keep the record of the Bank account from where such payments for subscriptions have been received:
Provided that monies payable on subscription to securities to be held by joint holders shall be paid from the bank account of the person whose name appears first in the application.
(3) The company shall maintain a complete record of private placement offers in Form PAS-5:
Provided that a copy of such record along with the private placement offer letter in Form PAS-4 shall be filed with the Registrar with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and where the company is listed, with the Securities and Exchange Board within a period of thirty days of circulation of the private placement offer letter.
38 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
Explanation.- For the purpose of this rule, it is hereby clarified that the date of private placement offer letter shall be deemed to be the date of circulation of private placement offer letter.
(4) A return of allotment of securities under section 42 shall be filed with the Registrar within thirty days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all security holders containing-
(i) the full name, address, Permanent Account Number and E-mail ID of such security holder;
(ii) the class of security held;
(iii) the date of allotment of security ;
(iv) the number of securities held, nominal value and amount paid on such securities; and particulars of consideration received if the securities were issued for consideration other than cash.
(5) The provisions of clauses (b) and (c) of sub-rule (2) shall not be applicable to -
(a) non-banking financial companies which are registered with the Reserve Bank of India under Reserve Bank of India Act, 1934; and
(b) housing finance companies which are registered with the National Housing Bank under National Housing Bank Act, 1987, if they are complying with regulations made by Reserve Bank of India or National Housing Bank in respect of offer or invitation to be issued on private placement basis:
Provided that such companies shall comply with sub-clauses (b) and (c) of sub-rule (2) in case the Reserve Bank of India or the National Housing Bank have not specified similar regulations.
ANNEXURE ¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 39 Form PAS-1 [ Pursuant to section 27(1) and rule7(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014 ] Advertisement giving details of notice of special resolution for varying the terms of any contract referred to in the prospectus or altering the objects for which the prospectus was issued Corporate Identification Number (CIN) - Name of the company- Registered office address- Public Notice Notice is hereby given that by a resolution dated……….., the Board has proposed to vary the terms of the contract referred to in the prospectus dated…….. (or to alter the object(s) for which the prospectus dated……. was issued) issued in connection with issue of [number and description of securities] at an issue price of Rs. ___/- per [description of security] aggregating to Rs. __________________/.
In pursuance of the said resolution, further notice is given that for approving the said proposition, a special resolution is to be passed by postal ballot.
The details regarding such variation/alteration are as follows- 1) Particulars of the terms of the contract to be varied ( or objects to be altered)- 2) Particulars of the proposed variation/alteration- 3) Reasons/justification for the variation- 4) Effect of the proposed variation/alteration on the financial position of the company- 5) Major Risk factors pertaining to the new Objects 6) Names of Directors who voted against the proposed variation/alteration Any interested person may obtain the copy of the special resolution along with the explanatory statement free of charge at the registered office of the company or at the office of its Company Secretary Shri……….. at…………… or visit the website of the Company viz. -------------- for a copy of the same.
Signature Date Place 40 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)] FORM PAS.2 [Pursuant to section 31(2) of the Companies Act, 2013 and rule 10 of Companies (Prospectus and Allotment of Securities) Rules, 2014] Information Memorandum Form language o English o Hindi Refer the instruction kit for filing the form.
1. Particulars of the company
(a) *Corporate Identification Number (CIN)
(b) Global Location number
(c) Name of the company
(d) Address of Registered office of the company
(e) email id of the company
2. *Details of Shelf Prospectus
(a) Reference details
(b) Date of filing with Registrar
(c) Date of issue
(d) Period of validity of shelf prospectus
3. *Details of securities being offered Particulars Total Number of securities Offered under the Shelf Prospectus Number of securities allotted prior to the present offer Number of securities offered under the present offer Kind of security Pre-fill ¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 41 Face value per security (in Rs.)) Premium per security (in Rs.)
Issue price per security
4. Date wise details of charges created on the assets / properties of the company since first offer or previous offer of securities – *Number of charges created I. Particulars of charges created
(a) *Date of creation of charge
(b) *Purpose for which charge has been created
(c) *Amount for which charge has been created
(d) *Period of charge (in months)
(e) *Details of assets / property on which charge has been created
(f) *Name of the charge holder
(g) Brief terms and conditions of the charge
5. *Change in financial position of the company – (Pre allotment and post allotment) Particulars Pre allotment Post allotment 42 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)] Equity share capital Preference share capital Reserve and surplus Debt Secured debts Unsecured debts Total
6. Changes in the Share Capital, i.e. Capitalization Statement- Number of times reserves capitalized Particulars Name of the reserve Nature of reserve Capitalized amount of the reserve Number of shares issued Par value of the shares issued
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 ¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 43
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 44 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
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:
1. Optional attachment(s), if any.
Declaration I * am authorized by the Board of Directors of the Company vide resolution no* dated* 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 identification number of the director or Managing Director; or DIN or PAN of the manager/CEO/CFO; or Membership number of the Company Secretary DSC Box ¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 45 FORM PAS. 3 [Pursuant to section 39(4) and 42 (9) of the Companies Act, 2013 and rule 12 and 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014] Return of Allotment Form language o English o Hindi Refer the instruction kit for filing the form.
3. Securities allotted payable in cash *Number of allotments
(i)*Date of allotment (DD/MM/YYYY)
(ii)(a)Date of passing shareholders’ resolution
(b)SRN of Form No MGT-14 Particulars Preference shares Equity shares without Differential rights Equity Shares with differential rights Debentures Brief particulars of terms and conditions Number of securities allotted Nominal amount per security (in Rs.)
Total nominal amount (in Rs.)
Amount paid per security on application (excluding premium) (in Rs.)
Total amount paid on application (excluding premium) (in Rs.)
Amount due and payable on allotment 46 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)] per security (excluding premium) (in Rs.)
Total amount payable on allotment (excluding premium) (in Rs.)
Premium amount per security due and payable (if any) (in Rs.)
Total premium amount due and payable (if any) (in Rs.)
Premium amount paid per security (if any) (in Rs.)
Total premium amount paid (if any) (in Rs.)
Amount of discount per security (if any)(in Rs.)
Total discount amount (if any) (in Rs.)
Amount to be paid on calls per security (if any) (excluding premium) (in Rs.)
Total amount to be paid on calls (if any) (excluding premium) (in Rs.)
4. Securities allotted for consideration other than cash *Number of allotments
(i)*Date of allotment (DD/MM/YYYY)
(ii)(a)Date of passing shareholders’ resolution
(b)SRN of Form No MGT-14 Particulars Preference shares Equity shares without differential rights Equity shares with differential rights Debentures Number of securities allotted Nominal amount per security (in Rs.)
Total nominal amount (in Rs.)
Amount to be treated as paid up on each security (in Rs.)
Premium amount per security (if any) (in Rs.)
Total premium amount (if any) (in Rs.)
Amount of discount per security (if any)(in Rs.)
¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 47 Total discount amount (if any) (in Rs.)
(iv)*Details of consideration Consideration for which such securities have been allotted Description of the consideration Value (amount inRs.)
(a) Property and assets acquired
(b) Goodwill
(c) Services (give nature of services)
(d) Conversion of Debentures (e ) Conversion of Loans
(f) Other items (to be specified)
(v)*Whether an agreement or contract is executed in writing for allotting securities for consideration other than cash (if yes, attach a copy of such agreement or contract).
o Yes o No
(vi) Whether valuation report of the Valuer has been obtained. o Yes o No
5. Bonus shares issued
(a) Date of allotment
(b) Number of bonus shares
(c) Nominal amount per share (in Rs.)
(d) Amount to be treated as paid up per share (in Rs.)
(e )*Date of passing special resolution
(f) *SRN of relevant form relating to special resolution
6. In respect of private placement –
(a) Category to whom allotment is being made: (check box) (Categories: Existing shareholders, Employees, directors, Qualified Institutional Buyers, Others)
(b) Declaration that in respect of preferential allotment or private placement the company has: (check box) allotted relevant securities to less than two hundred persons in aggregate in a financial year excluding exempted categories;
not allotted securities with an application size of less than twenty thousand per person;
offered such securities through private placement offer letter and no prospectus or any other public advertisement has been issued for the same;
completed allotment in respect of earlier private placement offers;
48 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
7. Capital Structure of the company after taking in to consideration the above allotments(s) of shares :
received money payable on subscription of such securities through cheque or demand draft or other banking channels but not in cash;
made such offers only to the persons whose names were recorded by the company prior to such i