Private Placement- Section 42



Quick Summary
Private Placement, as defined by Rule 14 of The Companies (Prospectus and Allotment of Securities) Rules, 2014, allows companies to offer securities to a select group of individuals. This process requires shareholder approval via a special resolution and adheres to strict conditions, including limits on the number of offerees and specific payment methods. The procedure involves board and general meetings, filing necessary documents with the Registrar of Companies (ROC), and timely allotment of securities.

Rule 14 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 Private Placement means any offer of securities or invitation to subscribe securities to a selected group of persons by a company (other than by way of public offer) through issue of a private placement offer letter and
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FAQ :

Private Placement means any offer of securities or invitation to subscribe to securities by a company to a selected group of persons, other than through a public offer, via a private placement offer letter that meets specified conditions.

Approval of shareholders by way of a special resolution is required for Private Placement.

Offers can be made to a selected group of persons identified by the board, not exceeding 200 (excluding qualified institutional buyers and employees under ESOPs).

All monies payable towards subscription of securities must be paid through cheque, demand draft, or other banking channels, and not in cash.

A company must allot securities within sixty days from the date of receiving the application money, or it must repay the money with 12% annual interest.

The return of allotment (PAS-3) must be filed with the Registrar of Companies (ROC) within 15 days of the allotment of securities.




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Experienced Company Secretary with expertise in Secretarial and Regulatory compliance monitoring. Specializes in managing compliance frameworks for NBFCs (RBI, NHB, IRDA) and fintech companies. Proven track record in driving the successful implementation of compliance automation tools, optimizing workflows, and enhanci ... Read more

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