Section 40 of the Companies Act, 2013: Securities to be dealt with in stock exchanges

The Companies Act, 2013

Chapter-III Prospectus and allotment of Securities

Part I- Public Offer

Section 40: Securities to be dealt with in stock exchanges.

*40. (1) Every company making public offer shall, before making such offer, make an application to one or more recognised stock exchange or exchanges and obtain permission for the securities to be dealt with in such stock exchange or exchanges.

(2) Where a prospectus states that an application under sub-section (1) has been made, such prospectus shall also state the name or names of the stock exchange in which the securities shall be dealt with.

(3) All monies received on application from the public for subscription to the securities shall be kept in a separate bank account in a scheduled bank and shall not be utilised for any purpose other than—

(a) for adjustment against allotment of securities where the securities have been permitted to be dealt with in the stock exchange or stock exchanges specified in the prospectus; or

(b) for the repayment of monies within the time specified by the Securities and Exchange Board, received from applicants in pursuance of the prospectus, where the company is for any other reason unable to allot securities.

(4) Any condition purporting to require or bind any applicant for securities to waive compliance with any of the requirements of this section shall be void.

(5) If a default is made in complying with the provisions of this section, the company shall be punishable with a fine which shall not be less than five lakh rupees but which may extend to fifty lakh rupees and every officer of the company who is in default shall be punishable 1[**] with fine which shall not be less than fifty thousand rupees but which may extend to 2[three lakh rupees].

(6) A company may pay commission to any person in connection with the subscription to its securities subject to such conditions as may be prescribed.


Reference

*Effective from:

Notification No. Notification Date w.e.f. Provisions brought into force
S.O. 2754(E) 12.09.2013 12.09.2013 Section 40 [except sub-section (6)]
S.O. 902(E) 26.03.2014 01.04.2014 Sub-section (6)

1. Omitted by the Companies (Amendment) Act, 2020, w.e.f. 21.12.2020[S.O. 4646(E) dated 21.12.2020], the words “with imprisonment for a term which may extend to one year or“.

2. Substituted by the Companies (Amendment) Act, 2020, w.e.f. 21.12.2020[S.O. 4646(E) dated 21.12.2020], for the words “three lakh rupees, or with both“.


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