Draft Checklist of Private Placement- Please Correct where its wrong or add the other point which is not mention

[VIVEK SHARMA]

Dear Freinds

As per my understading Chapter-III of the Companies Act, 2013 Prospectus and Allotment of Shares Part-I Deal with Public Offer and Part-II Private Placement 

Private Placement means any offer of securities or invitation to subscribe securities to a select group of persons by a company ( other than by way of public offer) through issue of a private placement offer letter 

Important Things keep in mind 

1.) Offer for invitation for subsciption of securities on private placement in PAS-4 along with Share Application form ( serially numbered) addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode.

Please Note that  : No person other that the person so addressed in the application form shall be allowed to apply through such application form.

2.) Resticition for making offer to not more than 200 persons aggregate in a financial year ( Excluding Qualified Instituinal Buyer or Employee under Esop)

3.) Allotment must be made for not less than Rs 20000/- of face value of the securities for each allotee.

4.)   Special Resoultion Required : A company shall not make a private placement of its securities unless the proposed offer of securities or inviatation to subscribe securities has been perviously apporved by the shareholders of the company, by Special Resolutin, for each of the offers or invitations.

5.) Application Money must be paid by Bank Account ( Banking Channels) not by cash

6.) Allotment must be made within 60 days from the receipt of the share application money

7.) Share application money needs to be kept in the Separate Bank Account

8.) Restirication on advertisment for offer 

Procedure for Private Placment 

1.) Send Notice of Board Meeting as per section 173 of the Companies Act, 2013

2.)  Hold Board Meeting

                     Consider and approve the Increase the Paid Up Share Capital of the Company.

                      Prepare and Approve the Offer Letter PAS-4. 

                      Fix the date, time, place of general meeting and approve the notice and explanatory statement.

                      Authorize Director/manager/ secretary to send notices of General meeting

3.)  Send notice ( along with explanatory statement) of the General Meeting to members, directors, auditors etc as per section 101 and 102 of the Companies Act, 2013

4.)    Hold the EGM on the convened date and pass the special resolution

5.)    Special Resolution is passed File Form MGT-14 within 30days along with Explanatory statment.

6.) File Return of Allotment -PAS-3 

7.) Requirment for maintaing the record of the offer issued and filing of the same with the ROC in  PAS-5 within 30days of circulation of relvant private placement offer letter in the PAS-4.

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Feel free to ask me for any further clarification.

Thanks & Regards

 

CS VIVEK SHARMA

VIVEK SHARMA & ASSOCIATES

COMPANY SECRETARIES

183, Vardhman Grand Plaza
Manglam Place, Near Ring Road Mall,
Sector-3,Rohini, Delhi-110085
Contact : 9711436799,9213105019

Email: csvive...@yahoo.com

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[csyogan .]

in the procedure, you can add :

pas4 to be filed within roc

pas5 to be maintained & attached to pas3

you can cover the following as well sir :
- is the procedure different for a private limited company

- how is this procedure different for a preferential allotment

- what is the exact difference between preferential allotment & private placement

regards,

yogan.

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[vishnu kumar]

Excellent work vivek sir....

[vskcor...@gmail.com]

Dear Vivek,

I think Pass 4 along with Pass 5 has to be filed with ROC in GNL 2 within 30 days of circulation of relevant private placement offer letter in the PAS-4.

further clarification required.

[CS Ankit Misra]

Dear Vivek,

Gud analysis done by yo. However, i want to add my suggestions in this regard which are as follows:

1. Form PAS-4 alongwith share application form can be approved and issued only after approval of shareholders by SR;

2. Shares can be issued only after EGM and Board resolution in MGT-14 needs to be file with ROC u/s 179(3);

3. Private placement offer letter (PAS-4) and form PAS -5 needs to be filed with ROC in separate Form GNL-2

regards,

ANKIT MISRA

COMPANY SECRETARY

REGENCY HOSPITAL LTD.

KANPUR

8009968692

 Please do not print this email unless absolutely necessary

[vskcor...@gmail.com]

Dear Ankit 

Good Point has been raised by you.

1. You have rightly said, PASS 4 (Offer letter) and Pass 5 have to filed with ROC separately in GNL 2 within 30 days from the date of circulation mentioned in Offer letter (Pass 4)

2. But i have one query with regard to date of circulation in offer letter. I think it should be that date of EGM or any date after the date of EGM in which it has been approved by shareholders by passing SR.

3. First we have to file MGT 14 within 30 days of EGM.

4. Thereafter we have to file Pass 4 along with application form and Pass 5 with ROC within 30 days from the date of circulation of offer letter.

5. Thereafter file Pass 3 within 60 days of receiving share application money from investor. but i have query with regard to time period of 60 days.

suppose, There are 3 investor.

a) Mr x transfer share application money as on 24/05/2014

b)Mr Y transfer share application money as on 26/05/2014

c) Mr z transfer share application money as on 28/05/2014

then from which date period of 60 day will be count.

 

Plz provide clarification on the above issues.

[Mohammad Khalid]

Dear All,

Form MGT-14 to file for the BR passed as provided under Section 179 (3) shall be filed within 30 days when the Board decided to make the allotment of share via private placement or when board of directors call for a final meeting for upraising the matter of allotment and decided the name of the person who accepted the offer  letter and finalize list of allottee???

It is not always necessary that the person to whom offer is made always accept it. What would be the compliance position in such a case.

 

Regards,

Mohammad Khalid

[CA C Ramadurai]

pFA

[CS Rakesh Kumar]

No attachment Sir...

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[CA C Ramadurai]