valid as on 16/10/2019

Section 28.Offer of sale of shares by certain members of company.
Effective from 01-04-2014

(1) Where certain  of a propose, in consultation with the  to offer, in accordance with the provisions of any law for the time being in force, whole or part of their holding of to the public, they may do so in accordance with such procedure

(2) Any  by which the offer of sale to the public is made shall, for all purposes, be deemed to be a  issued by the company and all laws and rules made thereunder as to the contents of the prospectus and as to liability in respect of mis-statements in and omission from prospectus or otherwise relating to prospectus shall apply as if this is a prospectus issued by the company.

(3) The members, whether individuals or bodies corporate or both, whose shares are proposed to be offered to the public, shall collectively authorise the company, whose shares are offered for sale to the public, to take all actions in respect of offer of sale for and on their behalf and they shall reimburse the company all expenses incurred by it on this matter.

2(55) Member, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

2(20) Company means a company incorporated under this Act or under any previous company law
2(10) Board of Directors, in relation to a company, means the collective body of the directors of the company.
2(84) Share means a share in the share capital of a company and includes stock
Refer rule 8 of the Companies (Prospectus and Allotment of Securities) Rules,2014. To view the rule,Click Here
2(36) Document includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form
2(70) Prospectus means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate

3.1.8-Companies (Prospectus and Allotment of Securities) Rules,2014

8. Offer of Sale by Members.—

(1) The provisions of Part I of Chapter III namely “Prospectus and Allotment of Securities” and rules made there under shall be applicable to an offer of sale referred to in section 28 except for the following, namely:-

(a) the provisions relating to minimum subscription;

(b) the provisions for minimum application value;

(c) the provisions requiring any statement to be made by the Board of directors in respect of the utilization of money; and

(d) any other provision or information which cannot be compiled or gathered by the offeror, with detailed justifications for not being able to comply with such provisions.

(2) The prospectus issued under section 28 shall disclose the name of the person or persons or entity bearing the cost of making the offer of sale along with reasons.


Enforcement Notification S.O. 902(E) dated 26/03/2014


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