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Private placement

Ritesh Shah (6 Points)

28 December 2019

What's the procedure for the private placement by the Private company?

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CS Rashi Jain (Practicing Company Secretary @ RASHI JAIN & ASSOCIATES) (1295 Points)
Replied 19 March 2020

Detailed Procedure for Private Placement of Equity Shares
1. Hold Board Meeting to approve the Notice of Holding General Meeting of Shareholder for the following purposes:
To Hold General meeting and approve the Notice along with the Offer Letter.
To alter AOA should it be required to give effect to Private Placement
To Issue of Equity shares at Face Value along with premium (if any) to Investors on Private Placement Basis.
To open Separate Bank Account in the name of for depositing the money against allotment of Shares.
2. Providing Instructions to specified Bank for opening of separate Bank Account and depositing the money against allotment Shares.
3. Confirm whether Letters from all proposed allotees giving consent to subscribe the issue are received or not.
4. Prepare the List of Allotees along with all the required details as per the format prescribed under the Form PAS-5
5. Hold General Meeting and pass special resolution along with resolutions to approve the Offer Letter and authorize an officer of the company to give effect to the Private Placement
6. File Form GNL-2 with MCA along with the PAS-4 and PAS-5 as attachments within 30 days of approval of the offer letter.
7. Hold Board Meeting for Allotment of Securities.
8. File Form PAS-3 and Form MGT-14 within 15 days of the allotment. Attach Special Resolution, Detailed List of allotees and Valuation Report in Form PAS-3.
9. Intimate the Investors about the Outcome of the Board Meeting.
10. Issue corresponding Share Certificates; make respective entries in Register of Members along with confirming the Distinctive numbers and Certificate Numbers of the Shares allotted.