Sec 23 92

1Allotmentp
Prospectus
Issue and see 39 placement
related maters
see 42
Penalties

Chapter
l
I 1
Part d Part Il
t
public offer Private
see 23 41 placement
see 42

Sec 23 Issue of securities Ipo

public company Public offer

Private placement
Iff
Right issue
Bonus issue

Private co Pubucowe
Private placement
Right issue
Bonus issue
Securities 2181 of SCRA
senaude shar.bonds debentures derivatives
units CIS govt see
Uli p of MF or
prospectus 21701
Any document described issued as prospectus
And includes Red Prospectus Us 32
Herring
Shelf prospectus us 31 or
Any other notice circular invitin
offer from public

See 26 matters to be stated in Prospectus

Dated signed
Prospectus
state info 9 set out
report on fininancial info
SEBI CG
unless SEBI prescribes SEBI regulation

Include Declaration about compliance

statement that is
nothing
contrary to this Act SEBI

2 in this section shall apply to prospectus

Nothing
for
Issue of shares debentures to members D
existing
Issue
of shares debentures uniform with the
ones previously issued listed on RSE

Date of prospectus publication

File R
rectus Bpefication
signed by
Def director
Proposed director
or
attorney
Appearingtowel

Iffettnot include statement

to be made by expert unless
Ewing
He is not engaged interested in promotion
formation mgt of co
Given written consent to issue prospectus
Not withdrawn such consent

A statement
confirming that written consent
was
given s not withdrawn shall be included
in prospectus

Validity of prospectus
To be issued within 90 days of delivery to Roc

ContrgItiff s ok to 3h
Sect Variation in Terms of Prospectus

co Shall not vary the terms of prospectus or

object for which it was issued except with

SR Newspaper Form pas l

Details of sp website

Amt raised cannot be used for buying trading

so

or otherwise
dealing in eg shares of listed co
Dissenting sit Exit offer By promoter
or
controlling SH AsperstBl

p
through postalbatiot
Notice
of proposed SR to contain details such
as original objects total money raised etc
Advertisement of notice
Fompast
Sec 28 OFS by certain members of co
1 Where certain members lindr Bc of a co propose
in consultation with BOD
t
to offer whole part of
holding to public
d
 The members may collectively authorize co to
take
necessary action for Ofs
AND
Reimburse co of all expenses incurred

OFS document Deemed prospectus

Min sub sev t min appin
BOD statement w r t use of money
Ry Exceptions
Any other info that offer or could
not gather with Justification

Section21 Public offer to be in demat form

I
public co Private co
I
Demat
usted unlisted physical
SEBI Dem at

1
Every co
making public offer shall issue
securities only in Demat form

2 In Unlisted Public Co UPC securities

case
of
shall be held in
peat form
I transferred
Issue see in demat
Any form
Ego may Issue Sec in physical
 0403 form
Rule Untested Public co

Issue securities in dematform

1 Every upc shay Facilitate dematerialisation
Issue securities
2 For UPC to 1 Buyback
intending Bonus issue
I right
Before making such offer
A Directors
Entire Dik Promoters
shareholding of
I KMPs
Shall be dematerialized

3 On or after 02 10 2018

every holder of securities

Of UPC
I
who intends who subscribe
to to any sec
transfer
I
shall get such Ensure
existing
see demateralised securities Demat

4 UPC
Every shall
 I 1 I
secure ISIN Facilitate dematerialisath Inform
land
for each by making appucation existingsit
of security to Depository about such
facility
5 Every UPC shall
Depository
make payment of fees I Registrar to Issue
share tof agent

maintain security deposit of 7,2 years

with DRS

Comply with relevant

regulations
6 Every UPC who has defaulted in above
payment No issue buyback till payment
has been made

7 Submit PAS G Roc

fees If
I within 6660
days
certified by conclusion each Half FY
of of
Alcs in twice in a year
practice
Issued capital
8 Any btw us
capital in demat form
 to notice to
Bring depository
a areivance
of securities holder
file application with IEP FA
Section 31 Shelf prospectus sp

Magnin
It means a Prospectus in
respect which
the securities included therein
of
in one more
are issued for subscription issue
lover a certain
without issue Period
of expose
provision
Any classes of co As SEBI
may provide
May file SP with Roc
at the stage of first offer of securities
included therein
which shall indicate the not 1 year
validity
validity commencing from opening of
first offer
W r t second sub sq offer No further
prospectus is required
 Information Memorandum PAS 2

Within Im prior to second subs offer

me im
Im prior trod
contain material facts relating to Fo
New charges created
Change in Fin position
other changes as may be presented

Intimation of changes
In here a received applications
co has
for allotment
along with advance pay men

of subscription before making of any

such change
co to intimate
changes to applicant
such
If they desire to withdraw application
Refund payment within 15 days of subs

SP EM Deemed prospectus
 section 32 Red Herring Prospectus
Meaning
Prospectus which does not include complete
particulars of Quantumfnce of securities
included therein

1 co proposing to make offer of securities

may issue RHP prior to prospectus

2 RHP to be filed with Roc atleast 3 days

prior to opening of subscription list and
offer

3 RHP to have same as

obligation prospectus

4 Variation b w RHP prospectus to be

highlighted as variation in prospectus

5
upon closing of offer prospectus stating
therein the total capital raised and
closing price and any other details as
are not included in RHP shall be filed
with RIC and SEBI
Section 34 Criminal Liability
untrue
It prospectus includes any statement
misleading
1
Every person who autonses prospectus
Liable 41s 447

Section N A if a
person proves that
a such statement omission was immaterial
b that he has RatB that statement was true
or inclusion omission was
necessary

Section 35 Civil liability

Where person has subscribed for securities
a

Acting on any misleading statement of prosp

and has sustained loss as a consequence
Director
I
co every person who is Future director
I Promoter
shall be liable to Expert
compensate every person Authorized issue
who has sustained loss
of prospectus
 Eaton No person shall be liable if proves
a
Having consented to become director
withdrew consent prospectus issued w o
consent

b
Prospectus issued w o
knowledge or consent
on aware reasonable public
becoming
notice given

C such statement was made on basis

of
expert's report and
i such statement is true and fair rep
of
expert's statement
ii such person had Ra TB that expert is
competent
Iii Expert has given consent not withdrawn

If proven that prospectus is issued with

intent to defraud Every person personally
liable without limitation
of liability
Peek vs Gurney Remedy ups 35 not avail all
teaser purchase of securities
 Sec 447 punishment for Fraud
Jail GM 10 years
No p
Fine up to Bx of ant
Public Jail 3 years 10 years
in't Fine up to bx of ant
AND
a II of Mo

I Tail up to 5 years
RS 10 Lakh
OR
Fine up to 50 lakhs

Section251 Document OFS

of securities
to be
containing
deemidProspecta
not Me
ID
Egg Dieted PUI
11214 prospectus
not be
used in exam

M
nefaco.ca allots its securities
with a
view that those securities shall be
offered for sale to public
Any doc with which such Ofs is made shall
be deemed to be a prospectus
 content us 26
related to Applicable
Uability 6153413
2 Person Director co
makingofs of
Presumption
unless the contrary is proved it shall be evident
that allotment was made with a
view to make
Ofs if it is shown that

1
I
OFS was on date of Ofs
made
within Gm of pop whole considerate
allotment is not
received
Additional matter over so above Sec 26

Netamtofsideram ime se place

I
contract of allotment
H
Inspect

2 directors

wig
Partnership Atleast 112 Partners
Section 39 Allotment of securities by co
l Co can allot shares to public only when

min subscription
Application cheque
as money
per prospectus received IotherinsA
not 51 Nominal
of value

2 Where min ant is subscribed Applicammoney recau

I within 30 days ofissue
Allott Else Refundd
A
15 days
from close of issue
H
Else Interest 157 p a
Director Jointly
s severally

3 Return of Allotment PAS 3 within 309 of

Allotment
list
Attach of allottee
Details Name address no
of shares
eti
 Other attachments to PAS 3

Allotment for consideration Copy of contract duly

other than cash not bonus stamped
shares
of not in writing
complete particular
stamp duty
Valuation report
of consideration
Bonus share Resolution at am

Issue uls 62 1 C valuation report

Default El 000 day upto E lakh

Timeline
p
Deliver
s
padding
Issueden doseapping Refund
a

to ROC
Sec 26
putbue received M 71
Sic 26 min ant
subsisted
Section yo Securities to be dealt within RSE

9 Application one or
Before public offer ME
Obtain permission
thereof

2 State the in prospectus

following
Application has been made to RSE
Nama such RSE
of
31 Application in bank Ale
money kept a separate
I in a scheduled bank

utilise
Adjustment Instalment
y Repayment in case co is unable
to allot

Mtg 3 5 Laich
so ooo
50

seam
lakh

commission can be paid subject

Underwriting
to following
i AOA authorises
ii Paid out proceeds ofissue
I the co
Hi
Rat snares 51
of Issue pace
f
Ao hate
Debentures 2.51 issue
of
or
AoA rate

liv Disclose in prospectus

Name of Uw
Rates commission
No of securities
underwritten

V No commission if securities are not

issued to public

evil Ulw contract Roc Registration

SectionPrivatePlacement ppl

Tfithfts offer to a select

group of person
other than public offer
PP cum PPOCal
through offer application

Ig t.fm oniy to select group of Person

by Bon l I
 No
of identified person 120011781788
such A no
I arisen by ca
ca has press
200
Each Fy
For each kind of sic Ing
Debt
Q1 B
Exclude
ESOPS
3 Special Resolution
Prior SR is required to make PP
Es to be annexed to notice for SH
disclosing
Particulars of Board reson
Kinds of securities Price thereof
basis Justification price
Name address valuer
of
Amount intended to be raised
material terms

limit Us 18011710

Affront
PUSCA FRY SPA

extra
NCD 017A debt
convertible
1 H
Pass SR H
I I
within limit outside limit l once in Always
sr is
Uls 180 1 C US 18011 C 94198 read
secy
H H 8sec62
NO SR BR is adequate Pass SR one in a Fy
 ment
find
Note PPO shall not be made to
BC incorporated National
in of
1 i
country sharing land border
with India
Approval of ca is obtained
unless
I such
approval is attached
with PPOCA

Proof
Co to issue PPOCA form PAsul to IPs whose
name s address is recorded by co
Rule such form shall be serially numbered
and issued within days of
recording name
Note
Tppos do not care right of renunciation
2 If such offer is made to Prescribed nos of
IP then deemed public offer and Past 1

Of this chap shall apply

 moqaii.me
Demand draft
But not
cash
in

other
banking
cash

Application money keep in separate bank ale

with scheduled bank

Adjustment Refund within 75 days

µ for
of lastdateanomen
Allotment no allotment

Allotment to be made within Goda of

receipt of application money

If unable to allot in God aye refund in next

If unable to refund Intt 127 p.a

from expiry of 60th day

1
dans
iTunes it
Application AllotmentRefund
money Gothday
H
If allotment
is done
no
pasp
days
5 Prohibition on fresh offer
Allotment W r t prior offer
is COMPLETED
No fresh offer unless

that offer has been

WITHDRAWN or ABANDONED

This prohibition applies for all securities

Iot Refer a 17

Y.gg
ntgpmpi naunot release any public advt
to inform public at large about such issue

7 Return of Allotment
Tass
15 days from allotment
details
on dude
of allottee
6.111 1,000 day up to 251
Dat
8 Contravention secy 2
of
o
fine PPO amount or 2er WIL
Refund money along interest 12 within
301 order
91 co to maintain records PP Fom PAs 5
of
110 Co shall issue ppocA only after relevant
filing
BRISK with
RIC
Section 41 Global Depository Receipt

Schissued
1 Pass a
Bresolution authorizing
the co to
issue DR

2 Pass SR at the 919

Note SR HIS 62 Deemed SR for PR

3 Appoint an ODBI
EseasDpositorBank
to issue DR

4 shares shall be kept custody

Underlying in
of

IE or compliance
Practicing causes Place report
in next BM
Admin
1
Public offer
DR can be issued 8
Put Placement

2 shares
g g