In an earlier post here, we have discussed provisions related to dividend under the Companies Act, 2013. Now we have the Companies (Declaration and Payment of Dividend) Rules 2014 as notified on 31st March 2014 for discussion.
Section 41 of the Companies Act, 2013 is simply interesting provision which leave everything for legislative capacity of executives. We have discussed this provision earlier here.
Under wide powers, the Ministry framed the Companies (issue of Global Depository) Rules 2014.
In this post, we will discuss dematerialisation of shares, Refund of application money and payment of commission on issue of share capital.
DEMATERIALISATION OF SECURITIES
Section 29 of the Companies Act 2013, say every company making public offer; and such other class or classes of companies as may be prescribed shall issue the securities only in the dematerialised form. This section was discussed in detail earlier on this blog here.
Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes that the promoters of every public company making a public offer of any convertible securities may hold such securities only in dematerialized form. The entire holding of convertible securities of the company by the promoters held in physical form up to the date of the initial public offer shall be converted into dematerialized form before such offer is made and thereafter such promoter shareholdings shall be held in dematerialized form only.
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Posted in Chapter III - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Corporate Law, Dematerialisation of Securities, India, Ministry of corporate affairs, Prospectus, Refund of Application Money, Securities, Share, The Companies (Prospectus and Allotment of Securities) Rules 2014, Underwriting Commission
Section 42 of the Companies Act, 2013 allows any company, whether private or public, to make private placement of securities through issue of a “Private Placement Offer Letter” (PPOL). We have discussed provision of the Section earlier here.
In addition of Section 42, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes all fine prints of the private placement.
As we discussed earlier here, sub – section (4) of Section 39 of the Companies Act 2013 says, “Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed”. Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes this manner.
Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS – 3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.
We have discussed Shelf Prospectus and Information Memorandum here in an earlier post. Rule 10 of the Companies (Prospectus and Allotment of Securities) Rules 2014 discuss it further.
The information memorandum shall be prepared in Form PAS – 2 and filed with the Registrar along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 within one month prior to the issue of a second or subsequent offer of securities under the shelf prospectus.
Where certain members of company propose to offer whole or part of their holding of share to public, they may do so in accordance with prescribed procedure. We have discussed provisions Section 28 of the Companies Act 2013 earlier here. Rule 8 of the Companies (Prospectus and Allotment of Securities) Rules 2014 prescribes procedure under Section 28 of the Companies Act, 2013.
We have discussed provisions related to Variation in terms of a contract or object in the prospectus stated in Section 27 of the Companies Act, 2013 earlier here. Rule 7 of the Companies (Prospectus and Allotment of Securities) Rules 2014 under authority of Section 27 of the Companies Act, 2013 prescribed procedure related to variation in Term of a Contract or object stated in terms of prospects.
Posted in Chapter III - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Companies Act 2013, Corporate Law, India, Ministry of corporate affairs, Prospectus, The Companies (Prospectus and Allotment of Securities) Rules 2014, Variation in object in the prospectus, Variation in terms of a contract
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, Reports to be set out in the Prospectus as per Rules 5 of these Rules.
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, Reports to be set out in the Prospectus as per Rule 4 of these Rules.
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.
In this post we will discuss, Registers required to be maintained and Returns required to be filed under the Companies (Acceptance of Deposit) Rules 2014.
REGISTERS OF DEPOSITS [Rules 14]:
In our last post here, we discussed protection of deposits.
DUTIES OF TRUSTEES [Rule 8]:
It shall be the duty of every trustee for depositors to-
(a) ensure that the assets of the company on which charge is created together with the amount of deposit insurance are sufficient to cover the repayment of the principal amount of secured deposits outstanding and interest accrued thereon;
In last two posts here and here, we discussed terms and conditions of a deposit and circular and advertisement issued by a company for acceptance of deposit. Now, we will discuss measures for protection of depositors under the Companies Rules, 2014. Before discussing these rules, I recommend you to refer my earlier post here for general provision related to deposit under the Companies Act, 2013.
MANNER AND EXTENT OF DEPOSIT INSURANCE:
In last post here, we discussed terms and conditions for deposit accepted by a company. General provisions under the companies Act 2013 was earlier discussed here. In this post, we will discuss advertisement or circular issued by a company for acceptance of deposit.
Circular and Advertisement:
Every company referred to in sub-section (2) of section 73 intending to invite deposit from its members shall issue a circular to all its members by registered post with acknowledgement due or speed post or by electronic mode in Form DPT-1. The circular may, additionally, be published in English language in an English newspaper and in vernacular language in a vernacular newspaper having wide circulation in the State in which the registered office of the company is situated.
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