Companies Act · source-checked form guide
PAS-1: advertise the proposed prospectus-object variation
A company that raised public money by prospectus and still has unutilised money publishes the prescribed advertisement for the proposed special resolution varying the stated contract terms or objects. The public notice informs the approval process; it is not a private-placement offer or proof that the variation passed.
Which version and who acts?
Current Rule 7 and prescribed PAS-1 notice. Hypothetical 2026 proposal; statutory notice only, no actual public issue or vote.
Company through the genuine Board-authorised officer. The actual public-issue and investor-exit obligations must be separately satisfied; no merchant banker opinion or shareholder approval is simulated.
Prescribed PAS-1 physical pp 1–2, printed p 30–31: company, Board/prospectus/issue amount, six variation/risk/dissent particulars and free access; Rule 7(1)–(3), section 27.
Completed field illustration
Fictional example — not for filing. Wholly fictional Aurelia Public Demonstration Limited raised₹1 crore from 1,00,000₹100 securities under a 1 July 2025 prospectus for plant expansion. It used₹60 lakh and has₹40 lakh unutilised. On 1 October 2026 its Board proposes using the remaining₹40 lakh for a quality-testing laboratory, target completion 30 September 2027. Postal-ballot notice dispatch and advertisement are assumed 21 October 2026, with one named fictional director dissenting.
| Prescribed field / block | Completed fictional entry |
|---|---|
| Company / CIN / office | Aurelia Public Demonstration Limited, wholly fictional; SYNTHETIC-CIN-PUB-01; fictional Delhi registered office. |
| Board / original prospectus | Board proposal 01/10/2026; original prospectus 01/07/2025; no resolution or public offer has actually occurred. |
| Original securities / issue amount | 1,00,000 securities×₹100 =₹1,00,00,000. Object: plant expansion; used₹60,00,000; unutilised₹40,00,000; 60% expenditure achieved, not an assertion that 60% physical construction was completed. |
| 1–3 Variation / reasons | Propose redirecting only the unutilised₹40 lakh to a quality-testing laboratory because the hypothetical customer mix now requires in-house testing. Explain the original contract/object and the precise change; no transfer of the spent₹60 lakh. |
| 4 Financial effect / completion | Proposed laboratory capital spend₹40 lakh from existing issue funds; no fresh borrowing in the assumption; implementation target 30/09/2027. Commercial returns remain uncertain. |
| 5 Risks | Testing approvals, equipment-delivery delay and lower demand could prevent timely completion or returns. No guaranteed profit or government protection. |
| 6 Dissent / access | Mira Example, fictional director, voted against because of execution risk. Actual free special-resolution/explanatory-statement copies available at the genuine registered/CS office and company website; no false published URL supplied. |
| Publication / authority | Advertisement and actual postal-ballot notice dispatch on the same assumed 21/10/2026 date; actual English and vernacular newspapers required under section 27. Not signed. No DSC, certification, SRN, filing or approval has occurred. |
The named fields illustrate this scenario. The official reference contains the additional applicable fields, schedules, attachments and declarations. Synthetic identifiers are not valid input for a live filing. No signature, certification, authority action or successful filing is represented.
Check the dates, amounts and legal branch
- ₹1 crore−₹60 lakh=₹40 lakh; ₹60 lakh/₹1 crore=60%. Expenditure utilisation and actual achievement of the physical object must be described separately.
- Rule 7(2) requires advertisement simultaneously with dispatch of postal-ballot notices; it does not permit the company to wait until after the vote. Place the notice on the company website, if any, under Rule 7(3).
- Section 27(2) protects dissenting shareholders through the applicable exit offer by promoters/controlling shareholders in accordance with SEBI requirements. Publishing PAS-1 alone does not complete that separate duty.
Prepare, submit and retain the evidence
- Reconcile actual public-issue proceeds, original objects/contracts, utilisation, proposed variation, reasons, risks and dissent; obtain the actual Board proposal and required shareholder process.
- Prepare PAS-1 and a full informed explanatory statement; dispatch and advertise on the prescribed simultaneous basis, using actual publication and website evidence.
- Complete the real special-resolution and applicable dissenting-shareholder exit requirements before implementing the variation; retain vote, filing, utilisation and outcome evidence.
Download the right reference and sample
Official prescribed referenceFilled sample: fictional field illustrationThe reference preserves the complete official source document. Use the physical PDF page locators above to find this form; adjacent forms and amendment provisions may share a page. The sample is a static educational model, not an MCA utility, statutory approval or executed filing.
Primary authorities and exact locators
- Prescribed PAS-1 physical pp 1–2, printed p 30–31: company, Board/prospectus/issue amount, six variation/risk/dissent particulars and free access; Rule 7(1)–(3), section 27.
- Companies Act, 2013: the sections expressly identified in the form and explanatory workflow; source copy, read with the specific later rules linked here.
- Rule7(1)–(3): unutilised public money, informed postal-ballot notice, simultaneous PAS-1 advertisement and company website placement.
Questions readers ask
What does this PDF complete?
It illustrates the named prescribed fields with fictional facts. The real statutory document must include every applicable field and annexure, supported by actual records and authorised verification.
Does downloading the sample create a filing or approval?
No. Follow the specific preparation and submission steps above. The actual portal acknowledgement, authority decision or signed professional report is separate evidence.