Contents

(A Complete procedure for issuance of securities under private placement -Cs Riya Khurana)

PRIVATE PLACEMENT OF SECURITIES - A Complete procedure for issuance of securities under private placement

PRIVATE PLACEMENT OF SECURITIES – A Complete procedure for issuance of securities under private placement

 APPLICABILITY OF SECTION-Section 42 of the Companies Act, 2013.

GENERAL MEANING: Private Placement refers to the process of raising of fund by issuing securities to the pre-determined investor instead in the open market.

Explanation 1: The group of persons been identified by the Board of the Company and it shall not be more than 50 persons in each offer and; {Max 200 excluding QIB’s and employees of the Company under ESOP in One (1) Financial Year.}
In short Total No. of person (i.e identified by BOD) under Private Placement in

1 F. Y= Maximum 200 ;(Excluding QIB’s and ESOP)

Each offer= Max. 50 persons

PROCEDURE FOR ISSUING SECURITIES UNDER PRIVATE PLACEMENT:

Step:1 Prepare a list of persons, to whom the Board has identified for the issuance of shares under private placement. (Max. 50 in each offer and Max. 200 in 1 Financial Year)

Step:2 Board of the Company shall convene a Board Meeting for passing the following resolutions:

  • Authorization of offer and issue of securities under private placement
  • Approval for calling EGM of the issuance of securities under private Placement.
  • Appointment of Registered valuer for the valuation of securities.

Note:

  1. The Valuation Report shall be dated/ obtained at lest 30 days before from the date of General Meeting scheduled to be held.
  2. the approval of the Proposal of Private placement offer letter (PAS-4) and Application/Invitation for the subscription of securities under private placement; subject to the approval of shareholder’s in the General Meeting.

Step:3 The Company shall file e-form MGT-14, for the Board Resolution with in 30 days from the date of passing Board Resolution with ROC.

Step:4 Company shall send Notice of EGM to all the directors, shareholders, Auditors or debenture trustees, if any, annexed with the Explanatory statement, at least 21 days before the General Meeting.

Explanation 2: Following are the disclosures shall be made in the explanatory statement: (As per Rule 14(1)):

a.     Particulars of the offer including Date of passing BR;

b.    Kinds of securities offered;

c.     Price at which securities being offered;

d.    Valuation Report {Justification for the price at which the offer or invitation being made; (Including premium, if any)};

e.     Name and Address of the valuer, who performed the valuation;

f.      Amount; which the Company intends to raise via issuing of such securities;

g.     Material terms of raising such securities;

h.    Proposed Time Sheet Schedule;

i.      Purpose or objects of the offer;

j.      Contribution by Promoters or directors, either as part of the offer or separately in respect to the Objects;

k.     Principle terms of assets charge as securities.

 

 

Step:5 The Company shall pass special Resolution for the offer and issuance of securities under private Placement.

Exception: In case of Offer or invitation for Non-Convertible Debentures:

SPECIAL RESOLUTION

 

In such case, Company passes a previous Special Resolution on only Once in a Year for all offers or invitations for such debenture during that year.

 if the proposed amount raised through offer/ Invitation exceeds the aggregate of its (paid-up share capital + free reserves + securities premium) apart from temporary loans obtained from the company’s bankers in the ordinary course of business
BOARD RESOLUTION

 

In such case, only Board Resolution would be adequate under section 179 (3) (c).

 if the proposed amount raised through offer/ Invitation does not exceed the aggregate of its (paid-up share capital + free reserves + securities premium) apart from temporary loans obtained from the company’s bankers in the ordinary course of business
In case of offer or invitation of any Securities to QIB’s, = Company passes a previous Special Resolution on only in a Year all the allotment to such QIB’s during that year.

 

Step:6 File e-form MGT-14, For the special resolution to be file with the ROC, within 30 days of passing Special Resolution,

Step:7 The Company shall draft a Private Placement offer Letter and Application form (PAS-4);

Step:8 The Company shall convene a Board Meeting to passing the following resolution:

  • Approval of Private Placement offer Letter cum Application form (PAS-4);
  • The Company shall maintain a complete record of Private Placement offers i.e, (PAS-5).
  • Opening of separate Bank Account in a scheduled Bank for the depositing of the application money.

Step:9 The Company shall send the Offer letter cum Application form (PAS-4) to the identified person.

Note:

  1. PAS-4: Private Placement offer cum application Letter (PPOL); shall be Serially Numbered and addressed specifically to the identified person to whom the offer is made.
  2. PAS-4: shall be sent to the identified person either in writing or in electronic mode, within 30 days of recording the name of such person.
  3. The PAS-4 (PPOL). Shall not contain the Right of Renunciation; Therefore, it shall be specially addressed to the identified person individually.
  4. Most Importantly, kindly ensure that, PAS-4 shall be issued only Registration of Board Resolution and special Resolution with the ROC.

Step:10 If any Identified person, willing to subscribe the securities under private Placement shall apply in the Application form, which the Company issued to such person, along with Subscription Money.

Note:

  1. The subscription money can be made either by cheque, Demand Draft-DD, or other banking Channel.
  2. The subscription money cannot be made by Cash.
  3. The Subscription money shall be paid from the Bank Account of the Identified person only; i.e, whose name is mentioned in the Application form.
  4. Further, in case of joint holders of securities; subscription money is to be paid from the bank account of the person, whose name mentioned/ appears first in the application form.wikipedia.org/wiki/Private_placement

Exception: In case of mode, other than cash this provision (as mentioned in the above note) shall not be applied.

  1. The company shall be kept the application money in a separate Bank account in a scheduled bank and can’t be utilized for any purpose except: –
    • For the adjustment against the allotment of securities;
    • For the repayment, in case the company is unable to allot the securities.

Step:11 The Company shall convene a Board meeting for the allotment of securities.

Step:12 File e-form PAS-3 i.e, Return of allotment within 15 days from the date of allotment of securities in with ROC.

Explanation 3:

a.     The Company shall not utilize the Subscription money, raise under Private Placement unless the allotment been made and return of allotment been filed with the ROC.

b.    E-form PAS-3: Attachments:

i.         Board Resolution for allotment of shares;

                        ii.         Complete list of Allottees; including

·      Full name, Address, PAN, Email Id of the security holder;

·      Class of the security allotted to the respective allottee;

·      The date of allotment of security;

·      No. of securities held, its nominal value and amount paid on such securities by respective allottee and particulars of consideration received, if securities were issued for consideration other than cash.

c.     No fresh offer be made until the earlier allotment have been completed, or the offer has been withdrawn.

d.    The Company has to allot the securities within 60 days from the receipt of the subscription Money; if not, then company has to repay the money within 15 days from the expiry of 60 days, otherwise 12% per annum interest rate shall be repaid to the subscribers along with the application money from the expiry of 60 days.

 

Thanks & Best Regards
CS Riya Khurana
Csriyakhurana@gmail.com
Contact No.: 8810649870

Cs Riya Khurana

Cs Riya Khurana