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.
In last post here, we discussed definition and all exclusions and inclusions of definition of deposit in detail. In earlier post here, we have discussed general provisions on deposits as listed out in the Companies Act, 2013. Without repeating all that discussion, in this post we will take forward our discussion Terms and conditions of acceptance of deposit under Rule 3 of the Companies (Acceptance of Deposits) Rules, 2014.
A company referred to in Section 73(2) may accept deposit from its members while an eligible company may accept deposit for members and Public.
Duration of a Deposit:
Clause (31) of Section 2 of the Companies Act, 2013 define Deposits inclusively as any receipt of money by way of deposit or loan or in any other form by a company, but does not include such categories of amount as may be prescribed in consultation with the Reserve Bank of India.
Clause (c) of Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014 further elaborates definition of deposit. The “deposit” includes any receipt of money by way of deposit or loan or in any other form, by a company, but does not include –
Recently this blog received many queries regarding provisions relating to disclosure of interest under Section 184 and rules made there under including form prescribed in these Rules.
We have discussed Section 184 here earlier. Every director shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholdings, in such manner as may be prescribed. Such disclosure shall be made on three particular point of time:
According to Section 5 of the Companies Act, 2013 the articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. We have discussed this provision earlier here.
An entrenched clause or entrenchment clause of a basic law or constitution is a provision which makes certain amendments either more difficult or impossible, i.e., inadmissible. It may require a form of supermajority, a referendum submitted to the people, or the consent of another party.
Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (b) of Section (1) of Section 7 requires a declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary in practice, who is engaged in the formation of the company, and by a person named in the articles as a director, manager or secretary of the company, that all the requirements of this Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with.
Rule 14 of the Companies (Incorporation) Rules 2014 prescribe Form INC – 8 for this declaration.
Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (a) of Section (1) of Section 7 requires submitting the memorandum and articles of the company duly signed by all the subscribers to the memorandum in such manner as may be prescribed.
Rule 13 of the Companies (Incorporation) Rules 2014 prescribes this manner.
Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (e) of Section (1) of Section 7 require the particulars of name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum along with proof of identity, as may be prescribed, and in the case of a subscriber being a body corporate, such particulars as may be prescribed.
Rule 16 of the Companies (Incorporation) Rules 2014 lists the particulars to be filed with the Registrar by the company under Section 7(1)(e).
Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (c) of Section (1) of Section 7 require an affidavit form an affidavit from each of the subscribers to the Memorandum and from persons named as the first directors.
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As we discussed earlier here, Section 7 of the Companies Act, 2013 deals with incorporation of a company other than a charitable or non – profit company. In this post we will discuss incorporation of one person company.
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