Written by:
005FTW

PROCEDURE FOR PRIVATE PLACEMENT

Published on:
August 19, 2023
S. No.TitleDescription
1.Valuation ReportThe Valuation Report for value of share from the registered Valuer as per Section 247 of the Companies Act, 2013 (Registered with IBBI)
2.Holding the board meetingApprove increase in Authorized capital.Approve the list of persons to whom the securities shall be issued on private placement basis.Approve the offer letter for issuance of securities in Form PAS-4Decide the day, date, venue and time of holding Extra-Ordinary General and Issue notice of the Extra-ordinary General Meeting to all the shareholders, directors and auditors of the company.
3.Holding of Extra-Ordinary General MeetingCall and hold the extra-ordinary general meeting on the decided schedule and seek approval of shareholders by passing: Ordinary resolution for increase in Authorized capitalspecial resolution for private placement    and also, to approve the letter of offer to be circulated amongst the incoming members.
4.File Form SH-7 and MGT-14After seeking approval of shareholder through ordinary resolution and special resolution, the company is required to file form SH-7 and form MGT-14 within 30 days of passing such resolutions with ROC.
5.Circulation of letter of offerThe company shall circulate letter of offer in Form PAS-4 to the members as finalized in the list of members to whom the securities are to be offered.   It must be taken care that the company can circulate letter of offer only upon filing of Form MGT-14 with the ROC.  
6.Open a separate bank accountthe company must open a separate bank account for the receipt of money from the proposed shareholders. Separate bank account doesn’t mean that the afresh bank account is to be opened, but a company can use an account which is not in use for daily expenses of the company.  
7.Receipt of share application moneyEvery identified person willing to subscribe to the private placement issue shall apply in the private placement and application issued to such person along with subscription money paid either by cheque or demand draft or other banking channel and not by cash   The company shall receive the application money from the proposed shareholders which shall be deposited in the separate bank account as mentioned above.   Provided that a company shall not utilize monies raised through private placement unless allotment is made and the return of allotment is filed with the Registrar
8.Hold the Board Meeting for allotment of sharesCall and hold the board meeting for allotment of shares.
9.Filing of Form PAS-3 with ROCAfter allotment of shares, the company shall file form PAS-3 with ROC within 15 days of Allotment of shares
10.Entry in the register of membersEntry in the register of members shall be made within 7 days of allotment of shares.
11.Issue of share Certificates and payment of stamp dutyThe company shall issue share certificates to the respective holders within a period of 2 months of allotment of shares. Further, as per the Indian Stamp Act, the company is required to pay the required stamp duty on share certificates within a period of 30 days of the issuance of share certificates.

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