<\/span><\/h2>\n\n\n\nThis\nform is titled \u201cInformation Memorandum\u201d<\/em>. It is governed by Section 31(2)\nof the Companies Act of 2013 and Rule 10 of the Companies (Prospectus and Allotment of Securities) Rules,\n2014. Form PAS-2 is\nused by companies that are required to file the shelf prospectus. The\ninformation memorandum consists of information in relation to the securities\nwhich shall be offered by the company. This is often used by those companies\nthat are making a second or subsequent offer of securities to the public. The\ninformation memorandum helps such companies in saving the cost of preparing the\nprospectus every single time it makes an offer. It contains updated information\nin relation to changes that took place during the period between the first or\nthe previous offer of security and the upcoming offer of security. The details\npertaining to the following:<\/p>\n\n\n\n- new charges that have\nbeen created by the company<\/li>
- changes in the\nfinancial situation of the company<\/li>
- any other changes\nthat may be prescribed<\/li><\/ol>\n\n\n\n
Form\nPAS-2 is required to be filed before the expiry of 30 days before the issue of\nthe second or subsequent offer of securities made through the shelf prospectus.\nThe form is required to be digitally signed by a person authorised by the board\nof directors and shall be certified either by a company secretary in practice\/a\ncost accountant in practice, or a chartered accountant and practice.<\/p>\n\n\n\n
Details\nrequired to be provided in amended Form PAS-2<\/strong><\/p>\n\n\n\nThe\nbelow mentioned details are required to be filled in Form PAS-2:<\/p>\n\n\n\n
- Further information pertaining to the particulars of the company, like the corporate identification number or CIN, name of the company, registered office address of the company, and email ID of the company.<\/li>
- Details regarding the shelf prospectus, which all include reference details, the date on which it was filed with the registrar, the date of issue and the period of validity in months.<\/li>
- Details regarding the securities being offered, which shall include the type of security, total number of securities offered, number of securities already allotted before the present offer, number of securities being offered under the present offer, face value, issue price and premium of each security.<\/li>
- Details regarding the charge are created like the number of charges, the date on which the charge was made, the purpose for which it was created, the amount for which it was created, the period of charge in months, details of the property or asset on which the charge has been created, name of the holder of charge and terms and conditions of the charge.<\/li>
- Change in the company\u2019s financial position, both pre allotment and post allotment of securities. This shall include details of the equity share capital, preference share capital, secured and unsecured debts, reserves and surplus.<\/li>
- Changes in the share capital<\/li>
- Any change in accounting policies<\/li>
- Any change in the risk factor as mentioned in the shelf prospectus and the information memorandum filed with the previous offer<\/li>
- Economic changes which may affect income<\/li>
- Any material changes in the activities of the company that can affect the profit or loss of the company<\/li>
- Changes in the annual turnover of the company of every industry segment where the issuer operates<\/li>
- Any legal proceeding initiated buyer against the company <\/li>
- Any claim made by a person against the company<\/li>
- Any financial or technological market related policy changes regarding the business environment of the company which may adversely affect the business operations<\/li>
- Any change which may affect an investor’s investment decision<\/li>
- Details of the proposed objects along with the current offering and financial information, project plans, the time period to meet the objects and any other relevant detail.<\/li><\/ol>\n\n\n\n
<\/span>What is Form PAS-3? – Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023<\/span><\/h2>\n\n\n\nThis form is titled \u201creturn of allotment\u201d<\/em>. The law\napplicable to it are Section 39(4) and Section 42(9) of the Companies Act of\n2013, along with Rule 12 and Rule 14 of the Companies (Prospectus and Allotment of Securities)\nRules, 2014. As stated above, Form PAS-3 is\nfiled to comply with the mandate that when a company with a share capital makes\nany allotment of securities, it shall be required to file a return of allotment\nwith the Registrar under Form PAS-3 before the expiry of 30 days from the date\non which the allotment was made. If shares are through private placement and\nthe return shall be filed before the expiry of 15 days from the date on which\nthe allotment was made. Such return of allotment must be filed along with the\nprescribed fees as provided under the Companies (registration officers and fees)\nRules of 2014. The form is\nrequired to be digitally signed by a person authorised by the board of\ndirectors and shall be\ncertified either by a company secretary in practice\/a cost accountant in practice,\nor a chartered accountant and practice.<\/p>\n\n\n\nDetails\nrequired to be provided in amended Form PAS-3<\/strong><\/p>\n\n\n\nThe below mentioned details are required to\nbe filled in Form PAS-3<\/p>\n\n\n\n
- Details pertaining to the particulars of the company, like the corporate identification number or CIN, name of the company, registered office address of the company, and email ID of the company.<\/li>
- Number of allotments<\/li>
- Type of security: whether its equity share, debentures or preference shares<\/li>
- Details regarding the type of allotment: whether it’s through public issue, right issue, bonus issue, conversion of debentures, conversion of loans, conversion of preference shares, preferential allotment or private placement as applicable<\/li>
- Mode of allotment of securities<\/li>
- Date of allotment of securities<\/li>
- Details of the board resolution passed, including the date, mode of resolution and the number of votes foreign against the resolution<\/li>
- Details of the shareholder’s resolution<\/li>
- particulars of security allotted for cash like the class of security, number of securities, terms and conditions<\/li>
- Particulars of security which has been allotted for consideration other than cash<\/li>
- Details of consideration<\/li>
- Whether an agreement was entered and executed to allot securities for consideration other than cash details like the date of the agreement, parties to the agreement and brief particulars of the agreement<\/li>
- Whether an evaluation report has been obtained for the registered value for valuation of assets which were issued in lieu of shares that have been allotted for consideration other than cash. Key information regarding the valuation report.<\/li>
- Particulars of the private placement, if applicable<\/li>
- Particulars of bonus shares which have been issued<\/li>
- In case of conversion, attributes of securities that have been allotted<\/li>
- Details regarding the conversion<\/li>
- Whether an agreement was entered and executed to allot securities in case of conversion<\/li>
- The post allotment capital structure with specific details regarding the equity share capital, preference share capital, unclassified shares, debts including debentures, secured loans<\/li><\/ol>\n\n\n\n
Attachments\nrequired to be provided in amended Form PAS-3<\/strong><\/p>\n\n\n\nThe\nbelow mentioned attachments are required to be submitted along with Form PAS-3:<\/p>\n\n\n\n
- List of allottees<\/li>
- Valuation report from the registered valuer<\/li>
- Copy of the contract where securities have been allotted, what details of the contract reduced into writing<\/li>
- Any optional attachment <\/li><\/ol>\n\n\n\n