We have discussed provisions relating to prospectus under Section 26 of the Companies Act 2013 earlier here. Section 26 lists out details of information, Reports and other matters to be stated in the prospectus. The Companies (Prospectus and Allotment of Securities) Rules 2014 further elaborate these matters. Here, we will discuss information to be stated in the Prospectus as per Rule 3 of these Rules.
Rule 3 was deleted by the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2018 after amendment in Section 26 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 with effect from 7th May 2018. Rule 3 was relevant from 1st April 2014 to 6th May 2018.
The Prospectus to be issued shall contain:
(a) Contact Details: the names, addresses and contact details of the corporate office of the issuer company, compliance officer of the issuer company, merchant bankers and co-managers to the issue, registrar to the issue, bankers to the issue, stock brokers to the issue, credit rating agency for the issue, arrangers, if any, of the instrument, names and addresses of such other persons as may be specified by the Securities and Exchange Board in its regulations;
(b) Dates: the dates relating to opening and closing of the issue;
(c) Refund: a declaration which shall be made by the Board or the Committee authorised by the Board in the prospectus that the allotment letters shall be issued or application money shall be refunded within fifteen days from the closure of the issue or such lesser time as may be specified by Securities and Exchange Board of India (SEBI) or else the application money shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of fifteen percent per annum for the delayed period.
(d) Bank Account: a statement given by the Board that all monies received out of the issue shall be transferred to a separate bank account maintained with a Scheduled Bank;
(e) Utilisation of Money: the details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized, and the securities or other forms of financial assets in which such unutilized monies have been invested;
(f) Underwriter: the names, addresses, telephone numbers, fax numbers and e-mail addresses of the underwriters and the amount underwritten by them;
(g) Consents: the consent of trustees, solicitors or advocates, merchant bankers to the issue, registrar to the issue, lenders and experts;
The capital structure of the company shall be presented in the following manner, namely: –
(i) General Details of Capital Structure:
(a) the authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value);
(b) the size of the present issue;
(c) the paid up capital-
(A) after the issue;
(B) after conversion of convertible instruments (if applicable);
(d) the share premium account (before and after the issue);
(ii) Existing Capital Structure:
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.
In the case of an initial public offer of an existing company; the details regarding individual allotment shall be given from the date of incorporation of the issuer.
In the case of a listed issuer company; the details shall be given for five years immediately preceding the date of filing of the prospectus.
The issuer company shall also disclose the number and price at which each of the allotments were made in the last two years preceding the date of the prospectus separately indicating the allotments made for considerations other than cash and the details of the consideration in each case.
DETAILS OF ISSUE:
The prospectus to be issued shall contain the following particulars, namely: –
(a) the objects of the issue;
(b) the purpose for which there is a requirement of funds ;
(c) the funding plan (means of finance);
(d) the summary of the project appraisal report (if any);
(e) the schedule of implementation of the project;
(f) the interim use of funds, if any
The prospectus to be issued shall contain the following details and disclosures, namely:-
(i) Litigation against promoters: the 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 issuer company during the last five years immediately preceding the year of the issue of the prospectus and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed;
(ii) Litigation against Group: the details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material adverse effect on the position of the issuer;
(iii) Economic Offences: the details of pending proceedings initiated against the issuer company for economic offences; and
(iv) Statutory Defaults: the details of default and non-payment of statutory dues etc.
DETAILS OF DIRECTORS:
The details of directors including their appointment and remuneration, and particulars of the nature and extent of their interests in the company shall be disclosed in the following manner, namely:-
(i) the name, designation, Director Identification Number (DIN), age, address, period of directorship, details of other directorships;
(ii) the remuneration payable or paid to the director by the issuer company, its subsidiary and associate company; shareholdings of the director in the company including any stock options; shareholdings in subsidiaries and associate companies; appointment of any relatives to an office or place of profit;
(iii) the full particulars of the nature and extent of interest, if any, of every director:
(a) in the promotion of the issuer company; or
(b) in any immoveable property acquired by the issuer company in the two years preceding the date of the Prospectus or any immoveable property proposed to be acquired by it.
(iv) where the interest of such a director consists in being a member of a firm or company, the nature and extent of his interest in the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to help him qualify as a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer company shall be disclosed.
The sources of promoters’ contribution, if any, shall be disclosed in the following manner, namely:-
(i) the total shareholdings of the promoters, clearly stating the name of the promoter, nature of issue, date of allotment, number of shares, face value, issue price or consideration, source of funds contributed , date when the shares were made fully paid up, percentage of the total pre and post issue capital;
(ii) the proceeds out of the sale of shares of the company and shares of its subsidiary companies previously held by each of the promoters;
(iii) the disclosure for sources of promoters contribution shall also include the particulars of name, address and the amount so raised as loan, financial assistance etc , if any, by promoters for making such contributions and in case of own sources, complete details thereof.
According to Rule 6 for the matters specified, which require a company to provide certain particulars or information relating to the preceding five financial years, it shall be sufficient compliance for a company which has not completed five years, if such company provides such particulars or information for all the previous years since its incorporation.
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