Further issue of shares in a private limited co.

This query is : Open

Rajesh Langalia (Querist)
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17 December 2014 Can any learned member provide a step by step procedure for an existing pvt. ltd. co. to issue normal further shares ( no bonus, no rights )to 6 new friends and relatives (existing share holders are 2 and they are directors also) together with draft samples required for resolutions under the new companies act 2013 ? what it would be called ? a private placement for a pvt.ltd. co. ? pls. revert

CA Robin Betala

CA Robin Betala (Expert)
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17 December 2014 1) BOARD RESOLUTION REQUIRED for calling egm (pending)
2) Make a list on letter head to whom offer letter to be sent
3) offer letter should be serially numbered.
4) NOTICE TO SHAREHOLDER (attach) change detail marked with yellow
5) MGT 14 to filled ( reolution of egm to be attached)
6) Prepare Valuation certificate from statutory auditor for valuation of share
7) later on pas -3 ,4 and 5 to be prepared

Following is the modus oprendi

1. Check Provision in Article regarding Private Placement
2. Call Board Meeting: • To Prepare Offer Letter • Make Proposal for Private Placement • Prepare list of persons to whom option will be given • Call EGM
3. Call EGM: • Pass SR- will be valid for 12 month • If not completed PP in 12 Month pass another SR • Approve Draft Offer Letter by SR
4. File MGT-14 with ROC Attachments: – Notice of EGM – CTC of SR – Minutes
5. Issue offer letter in PAS-4 within 30 days of record of name of persons: • Application form serially numbered • Address to the persons to whom the offer is made
6. Prepare complete record of Private Placement in PAS-5
7. File PAS-4 + PAS-5 with ROC within 30 days of issue of offer letter in GNL-2
8. Make Allotment of shares within 60 days of receipt of Money from the persons to whom right was given.
9. Called BM for allotment of shares
10. File PAS-3 with Roc within 30 days if Allotment. Attachments: – List of Allottees – BR for allotment of share
11. File Form MGT-14 along with Resolution pass in Board meeting for allotment of shares.
12. Issue Share Certificates.

Rajesh Langalia

Rajesh Langalia (Querist)
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18 December 2014 Thanks a lot Rishabhji. is it possible to follow below mentioned procedure to issue further shares :
1. allot shares to existing 2 share holders by way of a right issue which is not too long a procedure as mentioned correctly above by you and then they transfer shares to other new 5 share holders by way of transfer forms which needs to be reflected in the annual return only. In this method of allotment, only simple procedure of right issue to existing share holders will have to be followed. Kindly confirm.

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