Appendix 10
(See Rule 4)
R. 4. Form and particulars of advertisements.‑
(1) Every company intending to invite or
allowing or causing any other person to invite deposits shall issue an
advertisement for the purpose in a leading English newspaper and in one
vernacular newspaper circulating in the State in which the registered office of
the company is situated.
(2) No company shall issue or allow any
other person to issue or cause to be issued on its behalf, any advertisement,
inviting deposits, unless such advertisement is issued on the authority and in
the name of the Board of Directors of the company and contains a reference to
the conditions subject to which deposits shall be accepted by the company, the
date on which the said Board of Directors has approved the text of
advertisement and the following information namely:
(a) name of the company;
(b) the date of the incorporation of the company;
(c) the business carried on by the company
and its subsidiaries with the details of branches or units, if any;
(d) brief particulars of the management of the company;
(e) names, addresses and occupations of the Directors;
(f) profits of the company, before and after
making provision for tax, for the three financial years immediately preceding
the date of advertisement;
(g) dividends declared by the company in respect of the said
years;
(h) a summarised financial position of the
company as in the two audited balance‑sheets immediately preceding the
date of advertisement in the following form, namely :
|
Liabilities |
Figures for the latest financial year for which
audited accounts are available |
Figures
for the financial year previous to the year referred to in column 2 |
Assets |
Figures for the
latest fina- ncial year for which audited accounts are available |
Figures for the financial year previous to the
year referred to in column |
|
1 ShareCapital Reserves and surplus Secured loans
Unsecured loans Current liabilities And provisions |
2 |
3 |
4 Fixed
assets Investments Current assets
Loans and Advances
Miscellaneous expenditure Profit and loss account |
5 |
6 |
Note: Brief particulars of contingent liabilities
may be added by way of footnote.
(i) the amount which the company can raise by way of deposits under these rules and the aggregate of deposits actually held on the last day of the immediately preceding financial year.
(j) a statement to the effect that on the
day of the advertisement the company has no overdue deposits other than
unclaimed deposits, or a statement showing the amount of such overdue deposits
as the case may be.
(ja) the total number of small depositors and
amount due to them in respect of which default has been made.
(jb) the fact of waiver of interest accrued on deposit of the small
depositors.
(k) a declaration to the effect
(i) that the company has complied with the
provisions of these rules;
(ii) that compliance with these rules does
not imply that repayment of deposits is guaranteed by the Central Government;
and
(iii) that the deposits accepted by the company
(other than secured deposits, if any, accepted under the provisions of these rules,
the aggregate amount of which may be indicated) are unsecured and ranking pari
passu with other unsecured liabilities.
(iv) that the company is not in default in the
repayment of and deposit or part thereof and any interest thereupon in
accordance with term and conditions of such deposits.
(3) An advertisement issued in accordance
with this rule shall be valid until the expiry of six months from the date of
closure of the financial year in which it is issued or until the date on which
the balance‑sheet is laid before the company in general meeting, or,
where the Annual General Meeting for any year has not been held, the latest day
on which that meeting should have been held in accordance with the provisions
of the Act, whichever is earlier, and a fresh advertisement shall be made, in
each succeeding financial year, for inviting deposits during that financial
year.
(4) No advertisement shall be issued by or
on behalf of a company unless on or before the date of its issue, there has
been delivered to the Registrar for registration a copy thereof signed by a
majority of the Directors on the Board of Directors of the company as
constituted at the time the Board approved the advertisement or their agents,
duly authorised by them in writing.
It will be treated as
sufficient compliance with this provision if the advertisement is signed by
every director or by his agent authorised in writing (Department clarification
dated 25‑9‑1975).
Explanation.‑For the
purpose of this rule, the date of the issue of the newspaper in which the
advertisement appears shall be taken as the date of issue of the advertisement.
Guidelines for
making the Advertisement
1. Refer to section 58A of the Act and
rule 4 of the Companies (Acceptance of Deposits) Rules.
2. The advertisement giving all the
particulars given above is required to be issued by every company intending to
invite deposits from public as there is no particular form.
3. The advertisement shall be issued on
the authority and in the name of the Board of Directors.
4. It should contain a reference to the
conditions subject to which deposits shall be accepted by the company.
5. The date on which the Board approved
the text of the advertisement should be indicated.
6. The summaried financial position should
be based on the information contained in the audited balance‑ sheets.
7. The advertisement should be signed by
the majority of the directors on the Board of Directors of their duly
authorised agents.
8. A copy of the advertisement is required
to be delivered to the Registrar of Companies on or before the date of issue.
9. The advertisement is required to be
published in a leading English newspaper and in one vernacular newspaper
circulating in the State in which the registered office of the company is situated.
10. The text of the advertisement should be in the vernacular
language of that State.
11. The advertisement is valid till the
expiry of six months from the date of closure of the financial year in which it
is issued or till the date on which the balance sheet is laid before the
company in General Meeting or where the General Meeting is not held the latest
day on which that meeting should have been held, whichever is earlier.
12. A fresh advertisement is required to be issued in each
succeeding financial year.
13. Where the deposits are not proposed to
be invited, a statement in the above Form is required to be filed with the
Registrar of Companies before accepting deposits.
14. For Specimen Drafts of Company
Precedents, Agreements, Deeds and Documentations, see BHANDARI'S GUIDE TO
COMPANY LAW PROCEDURES, Vol. 4, (17th Edn., 2002).