Government of India
Ministry of Corporate Affairs
Notification New Delhi, 07th August,2018
G S’R.- (E). – In exercise of the powers conferred by section 42, read with sub_ sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Prospectus and Allotment of Securities) Rules, 2014, namely:-
1 (1) These rules may be called the Companies (prospectus and Allotment of Securities) Second Amendment Rules, 2018.
(2) They shall come into force from the date of their publication in the Official Gazette.
2. In the Companies (prospectus and Allotment of securities) Rules, 2014 (hereinafter referred to as the principal rules), for rule 14, the following rule shall be substituted, namely:-
“14. Private placement.- (1) For the purposes of sub-section (2) and sub-section (3) of section 42, a company shall not make an offer or invitation to subscribe to securities through private placement unless the proposal 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 shareholders’ approval, the following disclosure shall be made:-
(a) particulars of the offer including date of passing of Board resolution;
(b)kinds of securities offered and the price at which security is being offered:
(c) basis or justification for the price (including premium, if any) at which the offer or invitation is being made;
(d) name and address of valuer who performed valuation;
(e) amount which the company intends to raise by way of such securities;
(f) material terms of raising such securities, proposed time schedule, purposes or objects of offer, contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects; principle terms of assets charged as securities: