IND MCA Prospectus, Securities Rules

On Oct. 27, IND MCA issued gazetted notification of rule amendments.

  • IND MCA published gazette containing notification of Companies (prospectus and allotment of securities) second amendment rules 2023, which makes amendments to Companies (prospectus and allotment of securities) rules 2014 re warrants, securities.
  • Follows IND MCA May 2022 amended rules re prospectuses, securities, see #137424.
  • Document dated Oct. 27, 2023, received from IND MCA Nov. 16, summarized Nov. 19.
  • Amendments
  • Inserts rule 9(2) - namely, requirements on every public firm which issued share warrants before commencement of Companies act 2013 and not converted into shares.
  • Such firms shall, by Jan. 27, 2024, inform Registrar of details of such share warrants in Form PAS-7; they shall also, by Apr. 27, 2024, require the bearers of the share warrants to surrender such warrants to the firm and get the shares dematerialized.
  • Specifically, get the shares dematerialized in their account and for this purpose the firm shall place a notice for the bearers of share warrants in Form PAS-8 on firm's site, if any and shall also publish the same in a newspaper per prescribed requirements.
  • If any bearer of share warrant does not surrender the share warrants in required period, the firm shall convert such share warrants into dematerialized form as well as transfer the same to the Investor Education and Protection Fund established under act.
  • Inserts rule 9B - issue of securities in dematerialized form by private firms, which includes requirements with respect to issuing securities only in dematerialized form as well as requirements regarding facilitating dematerialization of all its securities.
  • In addition, inserts Form PAS-7 details of pending share warrants after Form PAS-6.
  • Inserts Form PAS-8 notice of bearers of pending share warrants after Form PAS-7.
  • Effectiveness
  • These amendments come into force on Oct. 27, 2023; Registrar must be informed by Jan. 27, 2024; and surrendering of certain warrants is required by Apr. 27, 2024.
  • Nov. 2023 IND NSD
  • On Nov. 24, 2023, IND NSD issued circular reiterating the above information.
  • Issuers/R & T agents requested to take note of same and inform their clients suitably.
  • Document dated Nov. 28, 2023, received from IND NSD Nov. 28, summarized Nov. 30.
  • Jul. 2024 Filing Date Extended
  • On Jul. 6, 2024, IND MCA said stakeholders may submit required details using web-form PAS-7 (now available on MCA-21 portal) without additional fees until Aug. 5, 2024.

Regulators IND MCA; IND NSD
Entity Types B/D; Corp
Reference Cir 05/2024, 7/6/2024; Cir, NSDL/CIR/II/48/2023, 11/24/2023; OG 624/2023, CG-DL-E-28102023-249772, Nt G.S.R. 802(E), 10/27/2023; Citation: Companies act 2013; Companies (prospectus and allotment of securities) second amendment rules 2023;
Functions Compliance; Financial; Legal; Product Administration; Reporting; Treasury
Countries India
Products Corporate; Derivatives; Equity; Issuance/IPO
Regions AP
Rule Type Final
Rule Date 10/27/2023
Effective Date 8/5/2024
Rule Id 191600
Linked to Rule :137424
Reg. Last Update 7/6/2024
Report Section International

Last substantive update on 07/10/2024