, Formats Companies act,2013 ~ CS GAURAV SHARMA

Formats Companies act,2013

Format E voting agreement 

MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY cos act2013

MOA OF AN UNLIMITED COMPANY cos act2013

Declaration for Incorporation Form No. INC-8


Declaration-for-Incorporation-of-INC14-Companies


MGT-5 decleration

Form No. AOC-2_Form for disclosure of particulars of contracts related party cos act 2013

FORMAT MBP - 1 Notice of Interest by Director

Format Eform Inc 26 Advertisement registered office change

Format form No. SH-4 Securities Transfer Form

Form No. MGT-3 notice for situation

Format form MGT-11 Proxy Form

Format of No. Eform INC-15 Decleration

Format Form No. SH-15 Certficate Buyback of Shares

Format Form Mgt8 Certificate by a Company Secretary in Practice

Form No. SH-3 Register of Sweat Equity Shares

Form NDH-1 Return of Statutory Compliances

information sheet under cos act 2013 about Director&KMP..pdf

Format of Undertaking by a foreign nation in case of absence of PAN

format attachment Form No. INC-9.pdf

No Objection Letter for Use of Premises as Registered Office.

OPC format MOA of TABLE -A.pdf

Board resolution appointment of wtd in Meeting resolution Public Company

Format Mgt 13_(Polling)Agm,Form No. Mgt-13

Form Pas 4 Private Placement Format

Postal Ballot Form Format



Procedures


Process for Allotment of Securities
  • Private Placement
Funds/ paisa/ money, whatever we may call it……..but its the lifeline of any business. Talk to any businessman and he talks about fund scarcity and how to raise funds for the Company.  
For any corporate, when it comes to fund raising, Private Placements are one of the most favored modes used by companies. The main reason behind this favouratism is the ease available to companies and their managements, in terms of less legal hassles, choice available for selecting the allottees or amounts to be raised etc.The Companies Act, 1956 and SEBI guidelines and regulations presently govern conditions for private placement, depending upon the nature of the company. 
However, in the existing legal regime, there existed certain grey areas, which have time and again been misused by companies and their promoters to indulge in malpractices, thereby compromising the interest of innocent stakeholders. 
Before we go any further to discuss the provisions relating to Private Placements, it is necessary to understand the meaning and connotation of the said term. Until the Companies Act 2013, the term ‘Private Placement’ was not defined under any law though the Securities And Exchange Board Of India (Issue Of Capital And Disclosure Requirements) Regulations, 2009 (“ICDR Regulations”) do define the term “Preferential Allotment” as any allotment to one or more shareholder(s) or person(s) instead of all the existing shareholders.
For the 1st time in Indian legal history, the term “Private Placement” has been defined under the Companies Act 2013. Section ……….. of the Act defines “Private Placement” to mean any offer of securities or invitation to subscribe securities to a select group of persons by a company other than by way of public offer through issue of private placement offer letter.
In most simple words, private placement refers to an issue/ allotment of securities to a select group of people, other than the existing shareholders of the company. Meaning thereby, any issue/ allotment other than a Public Issue or a Rights Issue shall be a private placement. Companies Act 2013 promises better protection of stakeholders by tightening the provisions relating to private placement and creating transparency in the processes.
Under the Companies Act 2013, read with Rules, detailed provisions have been promulgated governing the private placement of Securities by the Corporates. 
Private Placement under Companies Act, 2013
Some of the key provisions, governing Private Placements have been given hereunder:
Provided they comply with the Regulations made in respect of offers on private placement basis, by RBI or National Housing Board.
However, if RBI or NHB have not specified any similar regulations, even such companies would be required to comply with the provisions of these Rules.
Private Placement & Companies Act, 1956

Background
The Securities Appellate Tribunal (SAT) and the Supreme Court has also upheld the SEBI order regarding refunding money to investors.
Industry Impact
The Companies Act, 2013 is likely to curb malpractices in private placement and also ensure greater coordination between SEBI and MCA by regulating such offers.
Provisions of the Act that will curb malpractices:
      1. Use of term ‘securities’ instead of ‘shares’ - Use of the term shares in the Companies Act, 1956 restricted regulations of issuances of various other instruments by Company to raise funds . Companies manipulated this loophole by using other terminology or nomenclature for instruments used to raise funds, thereby easily escaping the regulatory oversight. Having understood the practices, the government decided to cover issue of all types of securities in the Companies Act and thus minimizes chances of manipulation.
      2. Restriction on number of persons to whom a private placement offer can be made in a financial year –The number of persons to whom invitation or offer for private placement can be made in a financial year has been restricted to 200 in aggregate for a financial year, with an investment size of not less than Rs 20,000/- face value have been mandated
      3. Use of banking channels for private placement: Since the subscription money will have to be paid through a cheque or demand draft or other normal banking channels, opportunities to launder money will go down. 
      4. Requirement to complete allotment in 60 days: It has been specified that allotment under private placement should be made within 60 days of receiving the application money. This proposal will curb a common practice under which companies would accept funds as application money without adequately complying with regulations for accepting deposits. These companies would accept application money from any person, use the money for various purposes and then refund them, as there was no time-table for allotment of shares or refund of funds raised. It has been specifically provided that where the private placement does not comply with the provisions of the Act, it shall be treated as a public offer and that all provisions of the Securities Contract Regulation Act 1956 and SEBI would apply. This will ensure greater coordination between the two regulators.

  • Board Resolution and List of Allottees
·         ABC PRIVATE LIMITED
·         CIN…….…………………
·         Registered Office:-………………………………………………
·         Tel. No.………………………E-Mail ID:- ……………………..
·          
·         CERTIFIED TRUE COPY OF THE BOARD RESOLUTION PASSED IN THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY HELD ON………………….
·         “RESOLVED THAT pursuant to section 42 and other applicable provisions if, any, of the Companies Act 2013, (………………………….) Equity Shares of Rs…...00/- each be and are hereby allotted at Par/Premium of Rs………/- on each share on private placement basis to the following person who has made application to the company and made payment thereof, in pursuance of the approval received from the Shareholders of company in the general meeting held on …………………..:
S no
Name of Person to whom shares allotted
Address
PAN No.
E-Mail Address
No. of Shares Allotted
Nominal Value per Share
1.







TOTAL NO. OF SHARES OFFERED





·          
·         COMPLETE LIST OF EXISTING SHAREHOLDERS OF THE COMPANY, SHARES HELD BY THEM AND DETAILS REGARDING THERETO ARE AS UNDER:-
S no
Name of Existing Shareholders
Address
PAN No.
E-Mail Address
No. of Shares Allotted
Nominal Value per Share
Date of Becoming Shareholder
1.








TOTAL NO. OF SHARES HELD






·          
·         RESOLVED FURTHER THAT Shri./Smt. ……………………, Director/Whole-time Director of the company be and is hereby authorized to digitally sign and submit Return of allotment in Form PAS-3 with Registrar of Companies, Rajasthan and do other necessary acts, deeds and things as may be expediently necessary for giving effect to the above resolution.
·          
·         CERTIFIED TRUE COPY
·           For…………………… PRIVATE LIMITED
·         Place:                                                                           
·         Dated:                 
                                                             DIRECTOR                                   DIRECTOR


ABC PRIVATE LIMITED

CIN…….…………………

Registered Office:-………………………………………………

Tel. No.………………………E-Mail ID:- ……………………..
·          
·         LIST OF ALLOTEES FOR ALLOTMENT OF ……………………. SHARES OF RS…. /- EACH ALLOTED AT ………………. OF RS…………../- EACH SHARE AS ON ………...
S no
Name of Person to whom allotted
Address
PAN No.
E-Mail Address
No. of Shares Allotted
Nominal Value per Share
1.







TOTAL NO. OF SHARES OFFERED





·          
·         COMPLETE LIST OF EXISTING SHAREHOLDERS OF THE COMPANY, SHARES HELD BY THEM AND DETAILS REGARDING THERETO ARE AS UNDER:-
·          
S no
Name of Existing Shareholders
Address
PAN No.
E-Mail Address
No. of Shares Allotted
Nominal Value per Share
Date of Becoming Shareholder
1.








TOTAL NO. OF SHARES HELD






·          
·         CERTIFIED TRUE COPY
·           For…………………… PRIVATE LIMITED
·         Place:                                                                           
·         Dated:                 
·                                                                         DIRECTOR                                   DIRECTOR

  • Board Resolution for Approval Of Private Placement Offer Letter and Share Application Form
·         ................................................. PRIVATE LIMITED
·         REG. OFFICE; .................................
·         CIN: ..............................    Tel. No. ................... E-mail Id. ......................
·         Website ...................... Fax No. ...................
·          
·         CERTIFIED TRUE COPY OF THE RESOLUTION OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON……………….
·         APPROVAL OF PRIVATE PLACEMENT OFFER LETTER AND SHARE APPLICATION FORM AND AUTHORITY TO DIRECTOR
·         “RESOLVED THAT pursuant to section 42 read with Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, draft of the Private Placement Offer Letter made in accordance with form PAS-4 to the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Share application form, as placed before the board and initiated by the chairman for the purpose of identification is be and hereby approved.
·         RESOLVED FURTHER THAT Mr.……………., Director of the company be and is hereby authorized on behalf of the Board of directors of the company to sign and deliver the above said Private Placement Offer Letter to the persons whose name are identified and recorded in form PAS – 5 to the Companies (Prospectus and Allotment of Securities) Rules, 2014 along with share application form and to do all such actions, matters, writings and things in this regard to give effect to the aforesaid resolution.’’
·         CERTIFIED TRUE COPY
·         FOR ………………….PRIVATE LIMITED
·         Place:
·         Date:               
·                                                                          Director                              Director
·          

  •  
  • Board Resolution for Opening Bank Account for Share Applications
...................................................... PRIVATE LIMITED
REG. OFFICE; ...................................
CIN: .............................    Tel. No. ..................... E-mail Id. ..................
Website .............................. Fax No. .......................

CERTIFIED TRUE COPY OF THE RESOLUTION OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON……………….
OPENING OF BANK ACCOUNT WITH ………………….BANK FOR SHARE APPLICATIONS
“RESOLVED THAT pursuant to section 42 and other applicable provisions, if any, of the Companies Act, 2013, Approval of the Board of directors of the company be and is hereby accorded for the opening of a separate Bank account with ……………Bank(Scheduled Bank) at……………Branch………………..for the purpose of receiving securities/share application money, adjusting application received towards allotment of securities or otherwise for refund of share application money received from the applicants under Private Placement Offer of securities.
RESOLVED FURTHER THAT the monies received on applications shall be utilized only for the purpose of:
    1. Adjustment against allotment of securities; or
    2. The repayment of monies where the company is unable to allot securities.
RESOLVED THAT Mr. …………………,Director of the company be and is hereby authorized to make application to the ………….Bank for opening of aforesaid account and for the purpose to sign and execute necessary application forms and submit necessary documents and papers as may be required and specified by the Bank and to do all such acts, deeds, writings and things necessary in this regard to give effect to the above resolution.
CERTIFIED TRUE COPY
FOR ...........................PRIVATE LIMITED
Place:                                                                           
Date:                                                                        
        Director                              Director


  • Notice of EGM
·         ...................................................... PRIVATE LIMITED
·         REG. OFFICE; ...................................
·         CIN: .............................    Tel. No. ..................... E-mail Id. ..................
·         Website .............................. Fax No. .......................
·          
·         NOTICE
·         Notice is hereby given that an Extra Ordinary General Meeting of the members of the company will be held on ………………….. day of ……………., 20…., at ……. a.m. at the registered office of the company situated at ………………………………………… to transact the following business:
·         SPECIAL BUSINESS:
·         1. To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:
·         “RESOLVED THAT pursuant to the provisions of section 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (Companies Act), including any statutory modification(s) or re-enactment thereof, for the time being in force, various rules, circulars, press notes, clarification issued by Ministry of Corporate Affairs (MCA) and enabling provisions of the Memorandum and Articles of Association of the Company and subject to requisite approvals, consents, permissions and/or sanctions if any, of other appropriate authorities as may be required, the Board be and is hereby authorized to create, offer, issue and allot upto ………….. (………….) equity shares of face value of Rs…/- each at a price of Rs…..per equity share on a private placement basis to any person(s) or group of persons whether including the existing shareholders of the company or not.
·         RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue or allotment of aforesaid equity shares to be allotted on private placement basis and to resolve and settle all questions and difficulties that may arise in relation to the proposed issue, offer and allotment of equity shares, the utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.
2. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of section 42 and Rule 14 to the Companies (Prospectus and allotment of Securities) Rules, 2014 and other applicable provisions, if any, of the Companies Act 2013 including any statutory modification(s) or re-enactment thereof, for the time being in force, various rules, circulars, press notes, clarification issued by Ministry of Corporate Affairs, approval of the members of the company be and is hereby accorded to proposed offer of ………(…………………………….) equity shares of Rs.10/- each at a issue price of Rs……..to the following persons on private placement basis, of whom all particulars are under:
S. No.
Name of persons to whom offer letter shall be circulated
Father’s Name
Complete Address with Pin code
Phone No. (if any)
E-mail id



















RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue or allotment of aforesaid equity shares to be allotted on private placement basis and to resolve and settle all questions and difficulties that may arise in relation to the proposed issue, offer and allotment of equity shares and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.
        By Order of the Board of Directors
                          For .................... LIMITED
Place:                                                               
Dated:                                                                 
   DIRECTOR                   DIRECTOR

NOTES:
  1. A Member Entitled To Attend And Vote At The Above Meeting Is Entitled To Appoint A Proxy To Attend, And On Poll, To Vote Instead Of Himself. The Proxy Need Not Be Member Of The Company. The Proxy Form Duly Completed And Signed Must Be Deposited At Registered Office Of The Company Not Less Than 48 Hours Before The Meeting.
  2. The Explanatory Statement As Required To Be Annexed Under Section 102 Of The Companies Act, 2013 Is Annexed Along With This Notice.

Explanatory Statement pursuant to section 102 of the Companies Act, 2013
FOR ITEM NO 1 & 2.
As looking into the requirements for expansion and growth of business activities, your board of directors have decided to increase the subscribed capital of the company by making further issue of share capital, only after by complying with the requirements of section 42 Rule 14 of Companies (Prospectus and allotment of Securities) Rules, 2014 read with section 62 Rule 13 of Companies (Share Capital and Debentures), and Issue of shares on preferential basis  Rules, 2014 and other applicable provisions, if any, of the Companies Act 2013.
And For such purpose the company has also obtained Valuation Report from…………../………………as required for determining the price at which shares are to be issued under Private Placement basis.
Disclosures to be made as per section 62 Rule 13 (Share Capital and Debentures) Rules, 2014 for the purpose of issue of shares on preferential basis are as under:
  1. The objects of the issue;
  2. The total no of shares or other securities to be issued;
  3. The price or price band at/within which the allotment is proposed;
  4. Basis on which the price has been arrived at long with report of the Registered Valuer;
  5. Relevant date with reference to which the price has been arrived at;
  6. The class or classes of persons to whom the allotment is proposed to be made;
  7. Intention of promoters, directors or key managerial personnel to subscribe to the offer;
  8. The proposed time within which the allotment shall be completed;
  9. The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them;
  10. The change in control, if, any, in the company that would occur consequent to the preferential offer;
  11. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price;
  12. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.
  13. The pre-issue and post-issue shareholding pattern of the company in the following format-
S.No.
Category
Pre Issue
Post Issue


No. of Shares held
% of shareholding
No. of Shares held
% of shareholding
A
Promoters Holding:




1.
Indian:





Individual





Bodies Corporate





 Sub Total




2.
Foreign Promoters





Sub Total (A)




B
Non-Promoters Holding:




1.
Institutional Investors




2.
Non-Institution:





Private Corporate Bodies





Directors and relatives





Indian Public





Others (Including NRIs)











Sub Total (B)





GRAND TOTAL





So, authorization/approval of the members of the company is required for the proposed allotment of securities by way of special resolution of general meeting.


None of the directors shall be deemed to be concerned or interested.

        By Order of the Board of Directors
                          For ................LIMITED
Place:                                                               
Dated:               
                                                                         DIRECTOR                    DIRECTOR
  •  
  • Form No PAS-4 - Private Placement Offer Letter
FORM NO PAS-4
PRIVATE PLACEMENT OFFER LETTER
[Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

1.GENERAL INFORMATION
  1. Name of the company…………………
  2. Registered Office Address………………………………
  3. Website:-……………………                 Contact details (Phone No.) …………….
  4. E-mail ID………………..                      Fax No……………      
  5. Corporate office……………………
  6. Date of incorporation of the company……………………
  7. Business carried on by the company ………………………….
  8. Business carried on by subsidiaries:………………….
  9. Branches and or Units of Company………………………….
  10. Branches and or Units of Subsdiaries
  11. Brief particulars of the management of the company………………….
Management of the company consists following persons and officials of company:
S. No.
Name of Person






   l. Names, addresses, DIN and occupations of the directors;
Sr. No.
Name of the Director
DIN No.
Address
Occupation















m. Management’s perception of risk factors……………………………………
  n. Details of default, if any, (including therein the amount involved, duration of default and present status), in repayment of –
Sr. No.
Nature of Default
Amount involved
Duration of default
Status
1.
Statutory Dues



2.
Debentures and interest thereon



3.
Deposits and interest thereon



4.
loan from any bank or financial institution and interest thereon




o. Nodal officer or Compliance Office of the company for the private placement offer process:
Name of Officer
Designation
Address
Phone No.
E-Mail Id






2. PARTICULARS OF THE OFFER
a. Date of passing of Board resolution………………….
b. Date of passing of resolution in the general meeting, authorizing the offer of securities……………………………
c. Kinds of securities offered:………………………… (i.e. whether share or debenture)
and class of security………………………………………
d. Price at which the security is being offered including the premium, if any, (alongwith justification of the price)  …………………..
e. Name and address of the valuer who performed valuation of the security offered
Name of Valuer
Address



f. Amount which the company intends to raise by way of securities;
g. Terms of raising of securities:
h. Proposed time schedule for which the offer letter is valid; ……………………………
i. Purposes and objects of the offer;
……………………………………………………………………………………………
j. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects; …………………………………………
k. Principle terms of assets charged as security, if applicable;…………………………..

3.  DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.
i. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons.
……………………………………………….
ii. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.
………………………………………….
iii. Remuneration of directors (during the current year and last three financial years);
Remuneration
Name of Director 1
Name of Director 2
Name of Director 3
Name of Director 4
Current Year




20….




20…




20…





iv. Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided :
Date of Contract / arrangement
Name of the party with which contract was entered
Name of the interested director
Relation with director/ Company/ Nature of concern or interest
Principle terms and conditions or nature of Transaction
Amount of Contract or arrangement

























v. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
Particulars
20…
20..
20..
20..
20..
Reservation or qualification or adverse remark





Impact on Financial statements and Financial statements





Corrective steps taken






vi. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries :
Details of inquiry, inspection or investigation in company
S. no.
Details of inquiry, inspection or investigation  
20..
20..
20..





















Details of inquiry, inspection or investigation in subsidiary company
Name of Subsidiary
20..
20..
20..

















Fines imposed on the company
S. No.
Section under which imposed
20..
Amount
20..
Amount
20..
Amount





















Fines imposed on subsidiary company
Name of Subsidiary
Section under which imposed
20..
Amount
20..
Amount
20..
Amount





















Compounding of offences by company
S. No.
Section under which Compounding done
20..

20..

20..






















Compounding of offences by subsidiary company
Name of Subsidiary
Section under which Compounding done
20..

20..

20..






















vii. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company

4. FINANCIAL POSITION OF THE COMPANY
(a) The capital structure of the company in the following manner in a tabular form-
(i) (a) the authorized, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value);
Capital structure of the company:
 Particulars
Authorized Share Capital
Issued Share Capital
Subscribed Share Capital
Paid up Capital
Number of Equity Shares




Nominal amount per equity share





Total amount of equity shares





Number of Preference Shares




Nominal amount per Preference share





Total amount of Preference shares





Unclassified shares





Total amount of unclassified shares





Total






Structure of other securities of the company other than above:
 Particulars
Total numbers of Securities
Nominal Value per unit of security
Total Amount
Debentures



Others, Specify.



(b) Size of the present offer;
(c) Paid up capital :
  1. After the offer……………….
  2. After conversion of convertible instruments (if applicable) …………..
  3. Share premium account (before and after the offer)
 Description
Before the Offer
After the Offer
Share Premium Account



(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration
Details of existing share capital of the company:
Particulars
Date of Allotment
Number of shares allotted
Face value of shares allotted
Issue price
Form of Consideration
Equity





Preference Shares






Total




Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;
Allotment of securities during last one year preceding the date of offer letter:
Particulars
Date of Allotment
Number of shares allotted
Face value of shares allotted
Issue price
Form of Consideration
If, other than cash, description of consideration
Equity






Preference Shares






(b) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter;
Profits of the company during three financial years:
Particulars
Profit before tax
(Amount in Rs.)
Profit after Tax
(Amount in Rs.)
20………..


20……


20….


(c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)
Dividend declared during above three financial years:
Particulars
Dividend declared
Interest coverage ratio (Cash profit after tax plus interest paid/interest paid)
20………..


20……


20….


(d) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter;
Sl. No.
Particulars
20….
20…
20…
I
EQUITY AND LIABILITIES



1.
Shareholders’ Fund




  1. Share capital  




  1. Reserves and surplus




  1. Money received against share warrants



2.
Share application money pending allotment



3.
Non-current liabilities




  1. Long-term borrowings




  1. Deferred tax liabilities (Net)




  1. Other Long term liabilities




  1. Long-term provisions



4.
Current liabilities




  1. Short-term borrowings




  1. Trade payables




  1. Other current liabilities




  1. Short-term provisions




TOTAL



II
ASSETS



1.
Non-current assets




  1. Fixed assets




  1. Tangible Assets




  1. Intangible Assets




  1. Capital Work in Progress




  1. Intangible Assets under development




  1. Non-current investments




  1. Deferred tax assets (net)




  1. Long-term loans and advances




  1. Other non-current assets



2.
Current assets




  1. Current investments




  1. Inventories




  1. Trade receivables




  1. Cash and cash equivalents




  1. Short-term loans and advances




  1. Other current assets




TOTAL



(e) Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter;
Particulars
20….
20…
20…
A.    - Cash flow from Operating Activities



(a)   - Net profit before tax



(b)   - Adjustments for:



      - Depreciation



   - Financial Expenses



   - Interest Income



- Profit(Loss) on sale of fixed assets



- Misc. Expenses Written off







(c)   - Operating profit before working capital changes (a+b)







(d)   - Changes in working capital:



  - (Increase) / Decrease in Trade Receivables



  - (Increase) / Decrease in Inventories



   - (Increase) / Decrease in Other Receivables



     -  Increase / (Decrease) in Trade and Other Payables







(e)   - Cash Generated from Operations  (c+d)



(f)    - Taxes Paid / Received (Charged to P&L A/c)



Net Cash  Inflow from Opertaing Activities (e-f)











B.    - Cash Flow From Investing Activities



(g)   - Purchases of Fixed Assets/ CWIP



(h) Proceeds from Sale of Fixed Assets



(i)    - Interest Received



(j)    - Rent Receipts







Net Cash Outflow From Investing Activities (g+h+i+j)







C.     - Cash Flow From Financing activities



(k)    - Financial Expenses



(l)     - Long Term Loans Received (Paid)



(m)   - Short Term (Working Capital ) Loans Received (Paid)



(n)    - Capital Increase (Share Issued in Cash)



Net Cash Outflow From Financing  Activities (k+l+m+n)



 Net Increse /( Decrease) Cash & Cash Eqivalents (A+B+C)



Cash & Cash Eqivalents Opening



Cash & Cash Eqivalents Closing



(f) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company:

5. A DECLARATION BY THE DIRECTORS THAT-
  1. The company has complied with the provisions of the Act and the rules made there under;
  2. The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government;
  3. The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter;
I am authorized by the Board of Directors of the Company vide resolution number ___________ 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. 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 all the required attachments have been completely, correctly and legibly attached to this form.
                                                                                                Signed
Date:
Place:                                                                                            
Attachments:-
Copy of board resolution
Copy of shareholders resolution
Copy of _____ Optional attachments, if any

  •  
  • Form PAS-5 - Record of A Private Placement Offer Letter
·         Form PAS-5
·         (Section 42(7) and Rule 14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014)
·         Record of a private placement offer to be kept by the company
·         Name of the Company …………………………………………….
·         Registered office of the Company…………………………..
·         CIN: …………………………………………….
·          
·         DETAILS OF PRIVATE PLACEMENT OFFER
Sr. No.
Name
Father’s Name
Complete Address including Flat/House Number, Street, Locality, Pin Code
Phone No.
(If any)
E-Mail ID
(If any)
1





2





·          
·         Initial of the officer of the company
·         (Designation)

  • Share Application Form

·          ……………………….. PRIVATE LIMITED
·         REG. OFFICE; ……………………………
·         CIN: - ……………………….,    Tel. No. ……………….. E-mail Id………………
·         Website………………., Fax No…………………
·          
·         To,                                                                                                                         Serial No.………………..
·         APPLICATION FORM FOR PRIVATE CIRCULATION ONLY
·         The Board of Directors,
·         ……………………….. PRIVATE LIMITED
·         ………………………………………….
·         …………………………
·          
·         Dear Sir,
·         I / We hereby apply to you for allotment to me / us of the Equity shares stated below in accordance with the terms and conditions for the issue of Equity shares. The amount payable on application as shown below is remitted herewith, and the exact amount if any may please be adjusted against allotment / calls as decided by the Board of Directors.

No. of shares applied for: ……….         
                              Equity Shares

Nominal Value Rs…../- per share to be allotted on Rs. …… per share.

Amount paid by : 
Drawn On (Bank Name):
Dated: ….…………..                     Amount( Figure) Rs…………….

Amount (In Words)    Rupees …………………………………. Only

·         (A) SOLE / FIRST APPLICANT        Name                                                                        Surname
Name in Full:                                       
(Mr./Mrs./Ms.)                              …………….                                                                    ………………………
Address in full:-  ………………………………………………………………………………………………


Father’s/Husband’s/Guardian’s Name: …………………..                   E-Mail Id……………………….
Occupation.: …………………….
Usual Signature.:




P.A.N.:  ………………………

UID No. ………………
·         (B) SECOND APPLICANT           Name                                          Surname
Name in Full:  ……………………………
(Mr./Mrs./Ms.)
Address in full: ………………….


Father’s/Husband’s/Guardian’s Name: ………………….                              E-Mail Id……………………….            

Occupation.: ………………….
Usual Signature:



P.A.N. No.:…………

UID No. ………………
·         SPECIMEN SIGNATURE
Sole/First Applicant
Second Applicant






·          
·         …………………………………………………….Tear Here………………..…………………………………
·         ……………………….. PRIVATE LIMITED
·         REG. OFFICE; ……………………………
·         CIN:……………………….,    Tel. No. ……………….. E-mail Id………………
·         Website………………., Fax No…………………
·          
·          (to be filled by applicant)                                ACKNOWLEDGEMENT SLIP                                                    Serial No.
·          
·         Received from Mr./Mrs./ M/s. _________________________________________________                an application for _________________             Equity shares alongwith Cash/ Cheque/ Demand Draft No. _________________    _ dated ______________for Rs.__   __________________________________drawn on __________________________
·         Being the application money payable thereon @ Rs.____/- per share.
·          
·          

·         (Cheques and Demand Draft are subject to realization)                                                              Authorized Signatory & Company Stamp





Commencement of business


As Per  Section 11 of the Companies Act, 2013, every company whether public or private having share capital shall not commence business or exercise any borrowing powers unless until it has obtained the certificate to commence business from the Registrar of Companies. 

PROCEDURE OF COMMENCEMENT OF BUSINESS

S.No.
Relevant Section and Rule
Provision
1.

A board resolution is to be passed for authorizing a director or competent person for signing FORM NO. INC-21
2.
Section 11 (1) (b) and Rule 25 of the Companies (Incorporation) Rules, 2014 
The company shall furnish FORM NO. INC-22 to the Registrar, verification of its registered office within a period of thirty days of its incorporation. 
As per Rule 25 of the Companies (Incorporation) Rules, 2014

(1) The verification of the registered office shall be filed in FORM NO. INC-22 along with the fee, and

(2) There shall be attached to said Form, any of the following documents, namely :-
Owned By Company – Registry Copy and Address Proof.
Owned by Director (Not taken on lease) – NOC from such director and address proof.
Taken on lease by Company – Rent/Lease Deed, NOC from landlord if purpose of use of place is not mentioned in lease deed and address proof.
Owned by any other entity/person - NOC for use of regd. office and address proof.
Address Proof: Latest Telephone Bill/Gas Bill/Electricity Bill/Mobile Bill – Not older than two months
Full address of the police station under whose jurisdiction the registered office is situated with PIN Code.
List of all the companies (specify their CIN No.) having the same registered office address, if any.
3.
Rule 16 (1) (q) of Companies (Incorporation) Rules, 2014
The specimen signature and latest photograph duly verified by the banker or notary shall be in Form No.INC.10. and the same shall be attached with FORM NO. INC-21.
4.
Section 11(1) & (3) and Rule 24 of the Companies (Incorporation) Rules, 2014 
A declaration is filed by a director with the Registrar within a period of One Hundred and eighty days of the date of incorporation in the FORM NO. INC-21 along with the fee as per the Companies (Registration Offices and Fees) Rules, 2014 and the contents of the FORM NO. INC-21shall be verified by a Practicing Company Secretary or Chartered Accountant or a Cost Accountant that:
i) every subscriber to the memorandum has paid the value of the shares agreed to be taken by him; and
(ii) the paid-up share capital of the company is not less than five lakh rupees in case of a public company and not less than one lakh rupees in case of a private company on the date of making of this declaration; and
(iii) the company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12;
Provided that in the case of a company requiring registration from sectoral regulators such as Reserve Bank of India, Securities and Exchange Board of India etc, the approval from such regulator shall be required, and the certificate of such registration shall be attached with the FORM NO. INC-21
On receipt of the declaration in the FORM NO. INC-21 and verification of the Registered Office in the FORM NO. INC-22 the Registrar of Companies shall then issue the requisite certificate of commencement of business.




Notified rules Company act 2013 
Rule 10 of the Companies (Incorporation) Rules, 2014
10. Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in Form No.INC.2 or Form No.INC.7, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in Form No.MGT.14 within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.
·  Rule 14 & 15 of the Companies (Incorporation) Rules, 2014
14. Declaration by professionals.-
For the purposes of clause (b) of sub-section (1) of section 7, the declaration by an advocate, a Chartered Accountant, Cost accountant or Company Secretary in practice shall be in Form No. INC.8.
Explanation
(i) “chartered accountant” means a chartered accountant as defined in clause (b) of sub section 1 of section 2 of the Chartered Accountants Act, 1949
(ii) “Cost Accountant” means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 and
(iii) “company secretary” means a “company secretary” or “secretary” means as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980.

·  Rule 17 of the Companies (Incorporation) Rules, 2014
17. Particulars of first directors of the company and their consent to act as such.-
The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014.

·  Rule 12 of the Companies (Incorporation) Rules, 2014
12. Application for incorporation of companies.-
An application shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in Form No.INC.2 (for One Person Company) and Form no. INC.7 (other than One Person Company) along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 for registration of a company:
·  Rule 19 & 20 of the Companies (Incorporation) Rules, 2014
19. License under section 8 for new companies with charitable objects etc.-
(1) A person or an association of persons (hereinafter referred to in this rule as “the proposed company”), desirous of incorporating a company with limited liability under sub-section (1) of section 8 without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited”, shall make an application in Form No.INC.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8.
(2) The memorandum of association of the proposed company shall be in Form No.INC.13.
(3) The application under sub-rule (1) shall be accompanied by the following documents, namely:—
(a) the draft memorandum and articles of association of the proposed company;
(b) the declaration in Form No.INC.14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;
(c) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;
(d) the declaration by each of the persons making the application in Form No. INC.15.
20. License for existing companies.-
(1) A limited company registered under this Act or under any previous company law, with any of the objects specified in clause (a) of sub-section (1) of section 8 and the restrictions and prohibitions as mentioned respectively in clause (b) and (c) of that sub-section, and which is desirous of being registered under section 8, without the addition to its name of the word “Limited” or as the case may be, the words “Private Limited”, shall make an application in Form No.INC.12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a licence under sub-section (5) of section 8.
(2) The application under sub-rule (1), shall be accompanied by the following documents, namely:-
(a) the memorandum and articles of association of the company;
(b) the declaration as given in Form No.INC.14 by an Advocate, a Chartered accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;
(c) For each of the two financial years immediately preceding the date of the application, or when the company has functioned only for one financial year, for such year (i) the financial statements, (ii) the Board’s reports, and (iii) the audit reports, relating to existing companies
(d) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;
(e) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;
(f) the certified copy of the resolutions passed in general/ board meetings approving registration of the company under section 8; and
(g) a declaration by each of the persons making the application in Form No.INC.15.
(2) The company shall, within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar and the said notice shall be in Form No. INC.26 and shall be published-
(a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated or is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district; and
(b) on the websites as may be notified by the Central Government.
(4) The Registrar may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central Government or the State Government(s).
(5) The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry of the Central Government or the State Government(s), as it may, in its discretion, decide whether the license should or should not be granted.
(6) The licence shall be in Form No.INC.16. or Form No.INC.17, as the case may be, and the Registrar shall have power to include in the licence such other conditions as may be deemed necessary by him.
(7) The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.

·  Rule 24 of the Companies (Incorporation) Rules, 2014
24. Declaration at the time of commencement of business.-
The declaration filed by a director shall be in Form No.INC.21 along with the fee as and the contents of the form shall be verified by a Company Secretary in practice or a Chartered Accountant or a Cost Accountant in practice:
Provided that in the case of a company requiring registration from sectoral regulators such as Reserve Bank of India, Securities and Exchange Board of India etc, the approval from such regulator shall be required.

·  Rule 25, 27 of the Companies (Incorporation) Rules, 2014
25. Verification of registered office.-
(1) The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and
(2) There shall be attached to said Form, any of the following documents, namely :-
(a) the registered document of the title of the premises of the registered office in the name of the company; or
(b) the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
(c) the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
(d) the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
27. Notice and verification of change of situation of the registered office.-
The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

·  Rule 28 of the Companies (Incorporation) Rules, 2014
28. Shifting of registered office within the same State.-
(1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form no.INC.23 along with the fee.
(2) The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.-
(a) publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and circulating in that district; and
(b) serve individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within twenty one days of the date of publication of that notice:
Provided that in case no objection is received by the Regional Director within twenty one days from the date of service or publication of the notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application:
Provided further that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

·  Rule 29 of the Companies (Incorporation) Rules, 2014
29. Alteration of Memorandum by change of name.-
(1) The change of name shall not be allowed to a company which has defaulted in filing its annual returns or financial statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.
(2) An application shall be filed in Form No.INC.24 along with the fee for change in the name of the company and a new certificate of incorporation in Form No.INC.25 shall be issued to the company consequent upon change of name.

·  Rule 30, 31 of the Companies (Incorporation) Rules, 2014
30. Shifting of registered office from one State or Union territory to another State.-
(1) An application under sub-section (4) of section 13, for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely:-
(a) a copy of the memorandum and articles of association;
(b) a copy of the notice convening the general meeting along with relevant Explanatory Statement;
(c) a copy of the special resolution sanctioning the alteration by the members of the company;
(d) a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
(e) an affidavit verifying the application;
(f) the list of creditors and debenture holders entitled to object to the application;
(g) an affidavit verifying the list of creditors;
(h) the document relating to payment of application fee;
(i) a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.
(2) There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following details, namely:-
(a) the names and address of every creditor and debenture holder of the company;
(b) the nature and respective amounts due to them in respect of debts, claims or liabilities:
Provided that the applicant company shall file an affidavit, signed by the Company Secretary of the company, if any and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of or claims against the company to their knowledge.
(3) There shall also be attached to the application an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory.
(4) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company.
(5) There shall also be attached to the application a copy of the acknowledgment of service of a copy of the application with complete annexures to the Registrar and Chief Secretary of the State Government or Union territory where the registered office is situated at the time of filing the application.
(6) The company shall at least fourteen days before the date of hearing-
(a) advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;
(b) serve, by registered post with acknowledgement due, individual notice(s), to the effect set out in clause (a) on each debenture-holder and creditor of the company; and
(c) serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.
(7) Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central Government on or before the date of hearing.
(8) Where no objection has been received from any of the parties, who have been duly served, the application may be put up for orders without hearing.
(9.) Before confirming the alteration, the Central Government shall ensure that, with respect to every creditor and debenture holder who, in the opinion of the Central government, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Central government, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government.
(10.) The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper:
Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.
31. The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of registered office of the company from one State to another, shall be filed in Form No.INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.
·  Rule 33 of the Companies (Incorporation) Rules, 2014
33. Alteration of articles.-
(1) For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No.INC.27 with fee.
(2) A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.
Explanation.- For the purposes of this sub-rule, the term “competent authority” means, the Central Government.

·  Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014
14. Private Placement.-
(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.
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.

·  Rule 13 of The Companies (Share Capital and Debentures) Rules, 2014
13. Issue of shares on preferential basis.-
(1) For the purposes of clause (c) of sub-section (1) of section 62, If authorized by a special resolution passed in a general meeting, shares may be issued by any company in any manner whatsoever including by way of a preferential offer, to any persons whether or not those persons include the persons referred to in clause (a) or clause (b) of sub-section (1) of section 62 and such issue on preferential basis should also comply with conditions laid down in section 42 of the Act:
Provided that the price of shares to be issued on a preferential basis by a listed company shall not be required to be determined by the valuation report of a registered valuer.
Explanation.- For the purposes of this rule,
(i) the expression ‘Preferential Offer’ means an issue of shares or other securities, by a company to any select person or group of persons on a preferential basis and does not include shares or other securities offered through a public issue, rights issue, employee stock option scheme, employee stock purchase scheme or an issue of sweat equity shares or bonus shares or depository receipts issued in a country outside India or foreign securities;
(ii) the expression, “shares or other securities” means equity shares, fully convertible debentures, partly convertible debentures or any other securities, which would be convertible into or exchanged with equity shares at a later date.
(2) Where the preferential offer of shares or other securities is made by a company whose share or other securities are listed on a recognized stock exchange, such preferential offer shall be made in accordance with the provisions of the Act and regulations made by the Securities and Exchange Board, and if they are not listed, the preferential offer shall be made in accordance with the provisions of the Act and rules made hereunder and subject to compliance with the following requirements, namely:-
(a) the issue is authorized by its articles of association;
(b) the issue has been authorized by a special resolution of the members;
(c) the securities allotted by way of preferential offer shall be made fully paid up at the time of their allotment.
(d) The company shall make the following disclosures in the explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 of the Act:
(i) the objects of the issue;
(ii) the total number of shares or other securities to be issued;
(iii) the price or price band at/within which the allotment is proposed;
(iv) basis on which the price has been arrived at along with report of the registered valuer;
(v) relevant date with reference to which the price has been arrived at;
(vi) the class or classes of persons to whom the allotment is proposed to be made;
(vii) intention of promoters, directors or key managerial personnel to subscribe to the offer;
(viii) the proposed time within which the allotment shall be completed;
(ix) the names of the proposed allottees and the percentage of post preferential offer capital that may be held by them;
(x) the change in control, if any, in the company that would occur consequent to the preferential offer;
(xi) the number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price;
(xii) the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.
(xiii) The pre issue and post issue shareholding pattern of the company in the following format-

Sr. No. 
Category       
Pre Issue    
Post Issue



No. of Shares held
  % of  share holding
 No. of  shares held
%of
share holding
A                            
Promoters holding:                                    




1
Indian :





Individual 





Bodies Corporate





Sub Total




2
Foreign Promoters





Sub Total (A)




B
Non-Promoters holding :




1
Institutional Investors




2
Non-Institution :





Private Corporate Bodies





Directors & Relatives





Indian Public





Others (Including NRIs)





Sub Total (B)





GRAND TOTAL





(e) the allotment of securities on a preferential basis made pursuant to the special resolution passed pursuant to sub-rule (2)(b) shall be completed within a period of twelve months from the date of passing of the special resolution.
(f) if the allotment of securities is not completed within twelve months from the date of passing of the special resolution, another special resolution shall be passed for the company to complete such allotment thereafter.
(g) the price of the shares or other securities to be issued on a preferential basis, either for cash or for consideration other than cash, shall be determined on the basis of valuation report of a registered valuer;
(h) where convertible securities are offered on a preferential basis with an option to apply for and get equity shares allotted, the price of the resultant shares shall be determined beforehand on the basis of a valuation report of a registered valuer and also complied with the provisions of section 62 of the Act;
(i) where shares or other securities are to be allotted for consideration other than cash, the valuation of such consideration shall be done by a registered valuer who shall submit a valuation report to the company giving justification for the valuation;
(j) where the preferential offer of shares is made for a non-cash consideration, such non-cash consideration shall be treated in the following manner in the books of account of the company-
(i) where the non-cash consideration takes the form of a depreciable or amortizable asset, it shall be carried to the balance sheet of the company in accordance with the accounting standards; or
(ii) where clause (i) is not applicable, it shall be expensed as provided in the accounting standards.

·  Rule 8 the Companies (Share Capital and Debentures) Rules, 2014
8. Issue of sweat equity shares.-
(1) A company other than a listed company, which is not required to comply with the Securities and Exchange Board of India Regulations on sweat equity, shall not issue sweat equity shares to its directors or employees at a discount or for consideration other than cash, for their providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called, unless the issue is authorised by a special resolution passed by the company in general meeting.
Explanation.- For the purposes of this rule-
(i) the expressions ‘‘Employee’’ means-
(a) a permanent employee of the company who has been working in India or outside India, for at least last one year; or
(b) a director of the company, whether a whole time director or not; or
(c) an employee or a director as defined in sub-clauses (a) or (b) above of a subsidiary, in India or outside India, or of a holding company of the company;
(ii) the expression ‘Value additions’ means actual or anticipated economic benefits derived or to be derived by the company from an expert or a professional for providing know-how or making available rights in the nature of intellectual property rights, by such person to whom sweat equity is being issued for which the consideration is not paid or included in the normal remuneration payable under the contract of employment, in the case of an employee.
(2) The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 shall contain the following particulars, namely:-
(a) the date of the Board meeting at which the proposal for issue of sweat equity shares was approved;
(b) the reasons or justification for the issue;
(c) the class of shares under which sweat equity shares are intended to be issued;
(d) the total number of shares to be issued as sweat equity;
(e) the class or classes of directors or employees to whom such equity shares are to be issued;
(f) the principal terms and conditions on which sweat equity shares are to be issued, including basis of valuation ;
(g) the time period of association of such person with the company;
(h) the names of the directors or employees to whom the sweat equity shares will be issued and their relationship with the promoter or/and Key Managerial Personnel;
(i) the price at which the sweat equity shares are proposed to be issued;
(j) the consideration including consideration other than cash, if any to be received for the sweat equity
(k) the ceiling on managerial remuneration, if any, be breached by issuance of such sweat equity and how it is proposed to be dealt with;
(l) a statement to the effect that the company shall conform to the applicable accounting standards; and
(m) diluted Earning Per Share pursuant to the issue of sweat equity shares , calculated in accordance with the applicable accounting standards.
(3) The special resolution authorising the issue of sweat equity shares shall be valid for making the allotment within a period of not more than twelve months from the date of passing of the special resolution.
(4) The company shall not issue sweat equity shares for more than fifteen percent of the existing paid up equity share capital in a year or shares of the issue value of rupees five crores, whichever is higher:
Provided that the issuance of sweat equity shares in the Company shall not exceed twenty five percent, of the paid up equity capital of the Company at any time.
(5) The sweat equity shares issued to directors or employees shall be locked in/non transferable for a period of three years from the date of allotment and the fact that the share certificates are under lock-in and the period of expiry of lock in shall be stamped in bold or mentioned in any other prominent manner on the share certificate.
(6) The sweat equity shares to be issued shall be valued at a price determined by a registered valuer as the fair price giving justification for such valuation.
(7) The valuation of intellectual property rights or of know how or value additions for which sweat equity shares are to be issued, shall be carried out by a registered valuer, who shall provide a proper report addressed to the Board of directors with justification for such valuation.
(8) A copy of gist along with critical elements of the valuation report obtained under clause (6) and clause (7) shall be sent to the shareholders with the notice of the general meeting.
(9) Where sweat equity shares are issued for a non-cash consideration on the basis of a valuation report in respect thereof obtained from the registered valuer, such non-cash consideration shall be treated in the following manner in the books of account of the company-
(a) where the non-cash consideration takes the form of a depreciable or amortizable asset, it shall be carried to the balance sheet of the company in accordance with the accounting standards; or
(b) where clause (a) is not applicable, it shall be expensed as provided in the accounting standards.
(10) The amount of sweat equity shares issued shall be treated as part of managerial remuneration for the purposes of sections 197 and 198 of the Act, if the following conditions are fulfilled, namely.-
(a) the sweat equity shares are issued to any director or manager; and
(b) they are issued for consideration other than cash, which does not take the form of an asset which can be carried to the balance sheet of the company in accordance with the applicable accounting standards.
(11) In respect of sweat equity shares issued during an accounting period, the accounting value of sweat equity shares shall be treated as a form of compensation to the employee or the director in the financial statements of the company, if the sweat equity shares are not issued pursuant to acquisition of an asset.
(12) If the shares are issued pursuant to acquisition of an asset, the value of the asset, as determined by the valuation report, shall be carried in the balance sheet as per the Accounting Standards and such amount of the accounting value of the sweat equity shares that is in excess of the value of the asset acquired, as per the valuation report, shall be treated as a form of compensation to the employee or the director in the financial statements of the company.
Explanation.- For the purposes of this sub-rule, it is hereby clarified that the Accounting value shall be the fair value of the sweat equity shares as determined by a registered valuer under sub-rule (6)
(13) The Board of Directors shall, inter alia, disclose in the Directors’ Report for the year in which such shares are issued, the following details of issue of sweat equity shares namely:-
(a) the class of director or employee to whom sweat equity shares were issued;
(b) the class of shares issued as Sweat Equity Shares;
(c) the number of sweat equity shares issued to the directors, key managerial personnel or other employees showing separately the number of such shares issued to them , if any, for consideration other than cash and the individual names of allottees holding one percent or more of the issued share capital;
(d) the reasons or justification for the issue;
(e) the principal terms and conditions for issue of sweat equity shares, including pricing formula;
(f) the total number of shares arising as a result of issue of sweat equity shares;
(g) the percentage of the sweat equity shares of the total post issued and paid up share capital;
(h) the consideration (including consideration other than cash) received or benefit accrued to the company from the issue of sweat equity shares;
(i) the diluted Earnings Per Share (EPS) pursuant to issuance of sweat equity shares.
(14)(a) The company shall maintain a Register of Sweat Equity Shares in Form No. SH.3 and shall forthwith enter therein the particulars of Sweat Equity Shares issued under section 54.
(b) The Register of Sweat Equity Shares shall be maintained at the registered office of the company or such other place as the Board may decide.
(c) The entries in the register shall be authenticated by the Company Secretary of the company or by any other person authorized by the Board for the purpose.

·  Rule 9 the Companies (Share Capital and Debentures) Rules, 2014
9. Issue and redemption of preference shares.-
(1) A company having a share capital may, if so authorised by its articles, issue preference shares subject to the following conditions, namely:-
(a) the issue of such shares has been authorized by passing a special resolution in the general meeting of the company
(b) the company, at the time of such issue of preference shares, has no subsisting default in the redemption of preference shares issued either before or after the commencement of this Act or in payment of dividend due on any preference shares.
(2) A company issuing preference shares shall set out in the resolution, particulars in respect of the following matters relating to such shares, namely:-
(a) the priority with respect to payment of dividend or repayment of capital vis-a-vis equity shares;
(b) the participation in surplus fund;
(c) the participation in surplus assets and profits, on winding-up which may remain after the entire capital has been repaid;
(d) the payment of dividend on cumulative or non-cumulative basis.
(e) the conversion of preference shares into equity shares.
(f) the voting rights;
(g) the redemption of preference shares.
(3) The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 shall, inter-alia, provide the complete material facts concerned with and relevant to the issue of such shares, including-
(a) the size of the issue and number of preference shares to be issued and nominal value of each share;
(b) the nature of such shares i.e. cumulative or non - cumulative, participating or non - participating , convertible or non - convertible
(c) the objectives of the issue;
(d) the manner of issue of shares;
(e) the price at which such shares are proposed to be issued;
(f) the basis on which the price has been arrived at;
(g) the terms of issue, including terms and rate of dividend on each share, etc.;
(h) the terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion;
(i) the manner and modes of redemption;
(j) the current shareholding pattern of the company;
(k) the expected dilution in equity share capital upon conversion of preference shares.
(4) Where a company issues preference shares, the Register of Members maintained under section 88 shall contain the particulars in respect of such preference share holder(s).
(5) A company intending to list its preference shares on a recognized stock exchange shall issue such shares in accordance with the regulations made by the Securities and Exchange Board of India in this behalf.
(6) A company may redeem its preference shares only on the terms on which they were issued or as varied after due approval of preference shareholders under section 48 of the Act and the preference shares may be redeemed:-
(a) at a fixed time or on the happening of a particular event;
(b) any time at the company’s option; or
(c) any time at the shareholder’s option.

·  Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014.
Notice to Registrar for alteration of share capital.-
15. Where a company alters its share capital in any manner specified in sub-section (1) of section 61, or an order is passed by the Government increasing the authorized capital of the company in pursuance of sub-section (4) read with sub-section (6) of section 62 or a company redeems any redeemable preference shares, the notice of such alteration, increase or redemption shall be filed by the company with the Registrar in Form No. SH.7 along with the fee.
·  Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014.
12. Issue of employee stock options.-
A company, other than a listed company, which is not required to comply with Securities and Exchange Board of India Employee Stock Option Scheme Guidelines shall not offer shares to its employees under a scheme of employees’ stock option (hereinafter referred to as “Employees Stock Option Scheme”), unless it complies with the following requirements, namely:-
(1) the issue of Employees Stock Option Scheme has been approved by the shareholders of the company by passing a special resolution.
Explanation: For the purposes of clause (b) of sub-section (1) of section 62 and this rule ‘‘Employee’’ means-
(a) a permanent employee of the company who has been working in India or outside India; or
(b) a director of the company, whether a whole time director or not but excluding an independent director; or
(c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India, or of a holding company of the company or of an associate company but does not include-
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten percent of the outstanding equity shares of the company.
(2) The company shall make the following disclosures in the explanatory statement annexed to the notice for passing of the resolution-
(a) the total number of stock options to be granted;
(b) identification of classes of employees entitled to participate in the Employees Stock Option Scheme;
(c) the appraisal process for determining the eligibility of employees to the Employees Stock Option Scheme;
(d) the requirements of vesting and period of vesting;
(e) the maximum period within which the options shall be vested;
(f) the exercise price or the formula for arriving at the same;
(g) the exercise period and process of exercise;
(h) the Lock-in period, if any ;
(i) the maximum number of options to be granted per employee and in aggregate;
(j) the method which the company shall use to value its options;
(k) the conditions under which option vested in employees may lapse e.g. in case of termination of employment for misconduct;
(l) the specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee; and
(m) a statement to the effect that the company shall comply with the applicable accounting standards .
(3) The companies granting option to its employees pursuant to Employees Stock Option Scheme will have the freedom to determine the exercise price in conformity with the applicable accounting policies, if any.
(4) The approval of shareholders by way of separate resolution shall be obtained by the company in case of-
(a) grant of option to employees of subsidiary or holding company; or
(b) grant of option to identified employees, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant of option.
(5)(a) The company may by special resolution, vary the terms of Employees Stock Option Scheme not yet exercised by the employees provided such variation is not prejudicial to the interests of the option holders.
(b) The notice for passing special resolution for variation of terms of Employees Stock Option Scheme shall disclose full of the variation, the rationale therefor, and the details of the employees who are beneficiaries of such variation.
(6)(a) There shall be a minimum period of one year between the grant of options and vesting of option:
Provided that in a case where options are granted by a company under its Employees Stock Option Scheme in lieu of options held by the same person under an Employees Stock Option Scheme in another company, which has merged or amalgamated with the first mentioned company, the period during which the options granted by the merging or amalgamating company were held by him shall be adjusted against the minimum vesting period required under this clause;
(b) The company shall have the freedom to specify the lock-in period for the shares issued pursuant to exercise of option.
(c) The Employees shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of option granted to them, till shares are issued on exercise of option.
(7) The amount, if any, payable by the employees, at the time of grant of option-
(a) may be forfeited by the company if the option is not exercised by the employees within the exercise period; or
(b) the amount may be refunded to the employees if the options are not vested due to non-fulfillment of conditions relating to vesting of option as per the Employees Stock Option Scheme.
(8)(a) The option granted to employees shall not be transferable to any other person.
(b) The option granted to the employees shall not be pledged, hypothecated, mortgaged or otherwise encumbered or alienated in any other manner.
(c) Subject to clause (d), no person other than the employees to whom the option is granted shall be entitled to exercise the option.
(d) In the event of the death of employee while in employment, all the options granted to him till such date shall vest in the legal heirs or nominees of the deceased employee.
(e) In case the employee suffers a permanent incapacity while in employment, all the options granted to him as on the date of permanent incapacitation, shall vest in him on that day.
(f) In the event of resignation or termination of employment, all options not vested in the employee as on that day shall expire. However, the employee can exercise the options granted to him which are vested within the period specified in this behalf, subject to the terms and conditions under the scheme granting such options as approved by the Board.
(9) The Board of directors, shall, inter alia, disclose in the Directors’ Report for the year, the following details of the Employees Stock Option Scheme:
(a) options granted;
(b) options vested;
(c) options exercised;
(d) the total number of shares arising as a result of exercise of option;
(e) options lapsed;
(f) the exercise price;
(g) variation of terms of options;
(h) money realized by exercise of options;
(i) total number of options in force;
(j) employee wise details of options granted to;-
(i) key managerial personnel;
(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.
(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;
(10) (a) The company shall maintain a Register of Employee Stock Options in Form No. SH.6 and shall forthwith enter therein the particulars of option granted under clause (b) of sub-section (1) of section 62.
(b) The Register of Employee Stock Options shall be maintained at the registered office of the company or such other place as the Board may decide.
(c) The entries in the register shall be authenticated by the company secretary of the company or by any other person authorized by the Board for the purpose.
(11) Where the equity shares of the company are listed on a recognized stock exchange, the Employees Stock Option Scheme shall be issued, in accordance with the regulations made by the Securities and Exchange Board of India in this behalf.

·  Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014.
Issue of Bonus Shares.-
14. The company which has once announced the decision of its Board recommending a bonus issue, shall not subsequently withdraw the same.
·  Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014.
17. Buy-back of shares or other securities.-
Unless stated otherwise, the following norms shall be complied with by the private companies and unlisted public companies for buy-back of their securities-
(1) The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 shall contain the following disclosures, namely:-
(a) the date of the board meeting at which the proposal for buy-back was approved by the board of directors of the company;
(b) the objective of the buy-back;
(c) the class of shares or other securities intended to be purchased under the buy-back;
(d) the number of securiti+0ompletion of buy-back;
(2) The company which has been authorized by a special resolution shall, before the buy-back of shares, file with the Registrar of Companies a letter of offer in Form No. SH.8, along with the fee:
Provided that such letter of offer shall be dated and signed on behalf of the Board of directors of the company by not less than two directors of the company, one of whom shall be the managing director, where there is one.
(3) The company shall file with the Registrar, along with the letter of offer, and in case of a listed company with the Registrar and the Securities and Exchange Board, a declaration of solvency in Form No. SH.9 along with the fee and signed by at least two directors of the company, one of whom shall be the managing director, if any, and verified by an affidavit as specified in the said Form.
(4) The letter of offer shall be dispatched to the shareholders or security holders immediately after filing the same with the Registrar of Companies but not later than twenty days from its filing with the Registrar of Companies.
(5) The offer for buy-back shall remain open for a period of not less than fifteen days and not exceeding thirty days from the date of dispatch of the letter of offer.
(6) In case the number of shares or other specified securities offered by the shareholders or security holders is more than the total number of shares or securities to be bought back by the company, the acceptance per shareholder shall be on proportionate basis out of the total shares offered for being bought back.
(7) The company shall complete the verifications of the offers received within fifteen days from the date of closure of the offer and the shares or other securities lodged shall be deemed to be accepted unless a communication of rejection is made within twenty one days from the date of closure of the offer.
(8) The company shall immediately after the date of closure of the offer, open a separate bank account and deposit therein, such sum, as would make up the entire sum due and payable as consideration for the shares tendered for buy-back in terms of these rules.
(9) The company shall within seven days of the time specified in sub-rule (7)-
(a) make payment of consideration in cash to those shareholders or security holders whose securities have been accepted; or
(b) return the share certificates to the shareholders or security holders whose securities have not been accepted at all or the balance of securities in case of part acceptance .
(10) The company shall ensure that—
(a) the letter of offer shall contain true, factual and material information and shall not contain any misleading information and must state that the directors of the company accept the responsibility for the information contained in such document;
(b) the company shall not issue any new shares including by way of bonus shares from the date of passing of special resolution authorizing the buy-back till the date of the closure of the offer under these rules, except those arising out of any outstanding convertible instruments;
(c) the company shall confirm in its offer the opening of a separate bank account adequately funded for this purpose and to pay the consideration only by way of cash;
(d) the company shall not withdraw the offer once it has announced the offer to the shareholders;
(e) the company shall not utilize any money borrowed from banks or financial institutions for the purpose of buying back its shares; and
(f) the company shall not utilize the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities for the buy-back.
(12)(a) The company, shall maintain a register of shares or other securities which have been bought-back in Form No. SH.10.
(b) The register of shares or securities bought-back shall be maintained at the registered office of the company and shall be kept in the custody of the secretary of the company or any other person authorized by the board in this behalf.
(c) The entries in the register shall be authenticated by the secretary of the company or by any other person authorized by the Board for the purpose.
(13) The company, after the completion of the buy-back under these rules, shall file with the Registrar, and in case of a listed company with the Registrar and the Securities and Exchange Board of India, a return in the Form No. SH.11 along with the fee .
(14) There shall be annexed to the return filed with the Registrar in Form No. SH.11, a certificate in Form No. SH.15 signed by two directors of the company including the managing director, if any, certifying that the buy-back of securities has been made in compliance with the provisions of the Act and the rules made thereunder.

·  Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014
16.(1) The company shall not make a provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company, unless it complies with the following conditions, namely:-
(a) the scheme of provision of money for purchase of or subscription for the shares as aforesaid is approved by the members by passing special resolution in a general meeting;
(b) such purchase of shares shall be made only through a recognized stock exchange in case the shares of the company are listed and not by way of private offers or arrangements;
(c) where shares of a company are not listed on a recognized stock exchange, the valuation at which shares are to be purchased shall be made by a registered valuer;
(d) the value of shares to be purchased or subscribed in the aggregate together with the money provided by the company shall not exceed five per cent. of the aggregate of paid up capital and free reserves of the company;
(2) The explanatory statement to be annexed to the notice of the general meeting to be convened pursuant to section 102 shall, in addition to the particulars mentioned in sub-rule (1) of rule 18, contain the following particulars, namely:-
(a) the class of employees for whose benefit the scheme is being implemented and money is being provided for purchase of or subscription to shares;
(b) the particulars of the trustee or employees in whose favor such shares are to be registered;
(c) the particulars of trust and name, address, occupation and nationality of trustees and their relationship with the promoters, directors or key managerial personnel, if any;
(d) the any interest of key managerial personnel, directors or promoters in such scheme or trust and effect thereof;
(e) the detailed particulars of benefits which will accrue to the employees from the implementation of the scheme;
(f) the details about who would exercise and how the voting rights in respect of the shares to be purchased or subscribed under the scheme would be exercised;
(3) A person shall not be appointed as a trustee to hold such shares, if he-
(a) is a director, key managerial personnel or promoter of the company or its holding, subsidiary or associate company or any relative of such director, key managerial personnel or promoter; or
(b) beneficially holds ten percent or more of the paid-up share capital of the company.
(4) Where the voting rights are not exercised directly by the employees in respect of shares to which the scheme relates, the Board of Directors shall, inter alia, disclose in the Board’s report for the relevant financial year the following details, namely:-
(a) the names of the employees who have not exercised the voting rights directly;
(b) the reasons for not voting directly;
(c) the name of the person who is exercising such voting rights;
(d) the number of shares held by or in favour of, such employees and the percentage of such shares to the total paid up share capital of the company;
(e) the date of the general meeting in which such voting power was exercised;
(f) the resolutions on which votes have been cast by persons holding such voting power;
(g) the percentage of such voting power to the total voting power on each resolution;
(h) whether the votes were cast in favour of or against the resolution.
Rule 3 of the Companies (Registration of Charges) Rules, 2014.
3. Registration of creation or modification of charge.
(1) For registration of charge as provided in sub-section (1) of section 77, section 78 and section 79, the particulars of the charge together with a copy of the instrument, if any, creating or modifying the charge in Form No.CHG-1 (for other than Debentures) or Form No.CHG-9 (for debentures including rectification), as the case may be, duly signed by the company and the charge holder and filed with the Registrar within a period of thirty days of the date of creation or modification of charge along with the fee.
(2) If the particulars of a charge are not filed within the aforesaid period, but filed within a period of three hundred days of the date of such creation or modification, the additional fee shall be levied.
(3) If the company fails to register the particulars of the charge with the Registrar within the period of thirty days of its creation or modification, the particulars of the charge together with a copy of the instrument, if any, creating or modifying such charge may be filed by the charge-holder, in Form No.CHG-1 or Form No.CHG-9, as the case may be, duly signed along with fee.
(4) A copy of every instrument evidencing any creation or modification of charge and required to be filed with the Registrar in pursuance of section 77, 78 or 79 shall be verified as follows-
(a) where the instrument or deed relates solely to the property situated outside India, the copy shall be verified by a certificate issued  either under the seal of the company, or under the hand of any director or company secretary of the company or an authorised officer of the charge holder or under the hand of some person other than the company who is interested in the mortgage or charge;
 (b) where the instrument or deed relates, whether wholly or partly, to the property situated in India, the copy shall be verified by a certificate issued under the hand of any director or company secretary of the company or an authorised officer of the charge holder.
·  Rule 8 of the Companies (Registration of Charges) Rules, 2014.
Rule 8 of the Companies (Accounts) Rules, 2014
8. Matters to be included in Board’s report.-
(1) The Board’s Report shall be prepared based on the stand alone financial statements of the company and the report shall contain a separate section wherein a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented.
(2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2.
(3) The report of the Board shall contain the following information and details, namely:-
(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption-
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
(4) Every listed company and every other public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.
(5) In addition to the information and details specified in sub-rule (4), the report of the Board shall also contain -
(i) the financial summary or highlights;
(ii) the change in the nature of business, if any;
(iii) the details of directors or key managerial personnel who were appointed or have resigned during the year;
(iv) the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;
(v) the details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year;
(b) remained unpaid or unclaimed as at the end of the year;
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
(i) at the beginning of the year;
(ii) maximum during the year;
(iii) at the end of the year;
(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act;
(vii) the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future;
(viii) the details in respect of adequacy of internal financial controls with reference to the Financial Statements.
Rule 9 of the Companies (Accounts) Rules, 2014
9. Disclosures about CSR Policy.-
The disclosure of contents of Corporate Social Responsibility Policy in the Board’s report and on the company’s website, if any, shall be as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014.


·  Rule 13 of the Companies (Accounts) Rules, 2014
13. Companies required to appoint internal auditor.-
(1) The following class of companies shall be required to appoint an internal auditor or a firm of internal auditors, namely:-
(a) every listed company;
(b) every unlisted public company having-
(i) paid up share capital of fifty crore rupees or more during the preceding financial year; or
(ii) turnover of two hundred crore rupees or more during the preceding financial year; or
(iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or
(iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and
(c) every private company having-
(i) turnover of two hundred crore rupees or more during the preceding financial year; or
(ii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year:
Provided that an existing company covered under any of the above criteria shall comply with the requirements of section 138 and this rule within six months of commencement of such section.
Explanation.- For the purposes of this rule –
(i) the internal auditor may or may not be an employee of the company;
(ii) the term “Chartered Accountant” shall mean a Chartered Accountant whether engaged in practice or not.
(2) The Audit Committee of the company or the Board shall, in consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

·  Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014
Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014
13. Notice of candidature of a person for directorship.- The company shall, at least seven days before the general meeting, inform its members of the candidature of a person for the office of a director or the intention of a member to propose such person as a candidate for that office-
(1) by serving individual notices, on the members through electronic mode to such members who have provided their email addresses tothe company for communication purposes, and in writing to all other members; and
(2) by placing notice of such candidature or intention on the website of the company, if any:
Provided that it shall not be necessary for the company to serve individual notices upon the members as aforesaid, if the company advertises such candidature or intention, not less than seven days before the meeting at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district.

·  Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014
15. Notice of resignation of director.
The company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any.

·  Rule 17 & 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014
17. Register of directors and key managerial personnel.-
(1) Every company shall keep at its registered office a register of its directors and key managerial personnel containing the following particulars, namely:-
(a) Director Identification Number (optional for key managerial personnel);
(b) present name and surname in full;
(c) any former name or surname in full;
(d) father’s name, mother’s name and spouse’s name(if married) and surnames in full;
(e) date of birth;
(f) residential address (present as well as permanent);
(g) nationality (including the nationality of origin, if different);
(h) occupation;
(i) date of the board resolution in which the appointment was made;
(j) date of appointment and reappointment in the company;
(k) date of cessation of office and reasons therefor;
(l) office of director or key managerial personnel held or relinquished in any other body corporate;
(m) membership number of the Institute of Company Secretaries of India in case of Company Secretary, if applicable; and
(n) Permanent Account Number (mandatory for key managerial personnel if not having DIN);
(2) In addition to the details of the directors or key managerial personnel, the company shall also include in the aforesaid Register the details of securities held by them in the company, its holding company, subsidiaries, subsidiaries of the company’s holding company and associate companies relating to-
(a) the number, description and nominal value of securities;
(b) the date of acquisition and the price or other consideration paid;
(c) date of disposal and price and other consideration received;
(d) cumulative balance and number of securities held after each transaction;
(e) mode of acquisition of securities ;
(f) mode of holding – physical or in dematerialized form; and
(g) whether securities have been pledged or any encumbrance has been created on the securities.
18. Return containing the particulars of directors and the key managerial personnel. - A return containing the particulars of appointment of director or key managerial personnel and changes therein, shall be filed with the Registrar in Form DIR-12 along with such fee as may be provided in the Companies (Registration Offices and Fees) Rules, 2014 within thirty days of such appointment or change, as the case may be.

·  Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014.
3. Meetings of Board through video conferencing or other audio visual means.-
A company shall comply with the following procedure, for convening and conducting the Board meetings through video conferencing or other audio visual means.
(1) Every Company shall make necessary arrangements to avoid failure of video or audio visual connection.
(2) The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care -
(a) to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures;
(b) to ensure availability of proper video conferencing or other audio visual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorised participants at the Board meeting;
(c) to record proceedings and prepare the minutes of the meeting;
(d) to store for safekeeping and marking the tape recording(s) or other electronic recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year.
(e) to ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and
(f) to ensure that participants attending the meeting through audio visual means are able to hear and see the other participants clearly during the course of the meeting:
Provided that the persons, who are differently abled, may make request to the Board to allow a person to accompany him.
(3) (a) The notice of the meeting shall be sent to all the directors in accordance with the provisions of sub-section (3) of section 173 of the Act.
(b) The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio visual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio visual means.
(c) A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson or the company secretary of the company.
(d) If the director intends to participate through video conferencing or other audio visual means, he shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf.
(e ) The director, who desire, to participate may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year.
(f) In the absence of any intimation under clause (c), it shall be assumed that the director shall attend the meeting in person.
(4) At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director participating through video conferencing or other audio visual means shall state, for the record, the following namely:-
(a) name;
(b) the location from where he is participating;
(c) that he has received the agenda and all the relevant material for the meeting; and
(d) that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in clause (b);
(5) (a) After the roll call, the Chairperson or the Company Secretary shall inform the Board about the names of persons other than the directors who are present for the said meeting at the request or with the permission of the Chairperson and confirm that the required quorum is complete.
Explanation.- A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.
(b) The Chairperson shall ensure that the required quorum is present throughout the meeting.
(6) With respect to every meeting conducted through video conferencing or other audio visual means authorised under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting, which shall be in India, shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place.
(7) The statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting and where such registers are required to be signed by the directors, the same shall be deemed to have been signed by the directors participating through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes of the meeting.
(8) (a) Every participant shall identify himself for the record before speaking on any item of business on the agenda.
(b) If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.
(9) If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll and note the vote of each director who shall identify himself while casting his vote.
(10) From the commencement of the meeting and until the conclusion of such meeting, no person other than the Chairperson, Directors, Company Secretary and any other person whose presence is required by the Board shall be allowed access to the place where any director is attending the meeting either physically or through video conferencing without the permission of the Board.
(11) (a) At the end of discussion on each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken on such item along with names of the directors, if any, who dissented from the decision taken by majority.
(b) The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.
(12) (a) The draft minutes of the meeting shall be circulated among all the directors within fifteen days of the meeting either in writing or in electronic mode as may be decided by the Board.
(b) Every director who attended the meeting, whether personally or through video conferencing or other audio visual means, shall confirm or give his comments in writing, about the accuracy of recording of the proceedings of that particular meeting in the draft minutes, within seven days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed.
(c) After completion of the meeting, the minutes shall be entered in the minute book as specified under section 118 of the Act and signed by the Chairperson.
Explanation.- For the purposes of this rule, “video conferencing or other audio visual means” means audio- visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting.

·  Rule 12 of the Companies (Meetings of Board and its Powers) Rules, 2014.
12. Register.-
(1) Every company giving loan or giving guarantee or providing security or making an acquisition of securities shall, from the date of its incorporation, maintain a register in Form MBP 2 and enter therein separately, the particulars of loans and guarantees given, securities provided and acquisitions made as aforesaid.
(2) The entries in the register shall be made chronologically in respect of each such transaction within seven days of making such loan or giving guarantee or providing security or making acquisition.
(3) The register shall be kept at the registered office of the company and the register shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorised by the Board for the purpose.
(4) The entries in the register (either manual or electronic) shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose.
(5) For the purpose of sub-rule (4), the register can be maintained either manually or in electronic mode.
(6) The extracts from the register maintained under sub-section (9) of section 186 may be furnished to any member of the company on payment of such fee as may be prescribed in the Articles of the company which shall not exceed ten rupees for each page.

·  Rule 14 of the Companies (Meetings of Board and its Powers) Rules, 2014.
14. Investments of company to be held in its own name.-
(1) Every company shall, from the date of its registration, maintain a register in Form MBP 3 and enter therein, chronologically, the particulars of investments in shares or other securities beneficially held by the company but which are not held in its own name and the company shall also record the reasons for not holding the investments in its own name and the relationship or contract under which the investment is held in the name of any other person.
(2) The company shall also record whether such investments are held in a third party’s name for the time being or otherwise.
(3) The register shall be maintained at the registered office of the company. The register shall be preserved permanently and shall be kept in the custody of the company secretary of the company or if there is no company secretary, any director or any other officer authorised by the Board for the purpose.
(4) The entries in the register shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose.

·  Rule 16 of the Companies (Meetings of Board and its Powers) Rules, 2014.
16. Register of contracts or arrangements in which directors are interested.-
(1) Every company shall maintain one or more registers in Form MBP 4, and shall enter therein the particulars of-
(a) company or companies or bodies corporate, firms or other association of individuals, in which any director has any concern or interest, as mentioned under sub-section (1) of section 184:
Provided that the particulars of the company or companies or bodies corporate in which a director himself together with any other director holds two percent. or less of the paid-up share capital would not be required to be entered in the register;
(b) contracts or arrangements with a body corporate or firm or other entity as mentioned under sub-section (2) of section 184, in which any director is, directly or indirectly, concerned or interested; and
(c) contracts or arrangements with a related party with respect to transactions to which section 188 applies.
(2) The entries in the register shall be made at once, whenever there is a cause to make entry, in chronological order and shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose.
(3) The register shall be kept at the registered office of the company and the register shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorised by the Board for the purpose.
(4) The company shall provide extracts from such register to a member of the company on his request, within seven days from the date on which such request is made upon the payment of such fee as may be specified in the articles of the company but not exceeding ten rupees per page.