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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 imprisonment for a term which may extend to one year or] 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.
Note:
*Sub-section (6) has been notified as on 01/04/2014.
Amendment
1. Omitted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 21st December 2020
2. Substituted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 21st December 2020
in sub-section (5) for the words,
three lakh rupees, or with both
.
the following shall be substituted namely,
three lakh rupees.
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