Procedure for private placement

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This query is : Resolved

Radhakrishna (Querist)

16 June 2014 I need clarification regarding allotment of shares. Pl confirm the following procedures are correct approach to allot the shares in a private Co:

Allotment through Private Placement :

1. Prepare draft EGM notice for passing special resolution for the proposed offer.

2. Pass Board resolution for convening EGM and approving draft notice of EGM.

3. Hold EGM and Pass special resolution reg offer.

4. File Form MGT.14 with ROC with copy of special resolution within 30 days of EGM.

5. Prepare draft letter of offer in Form PAS.4 to be issued with application Form.

6. Pass Board resolution for:
(a) approval of letter of offer;
(b) opening of separate bank a/c for getting application money

7. Issue letter of offer and maintain record in Form PAS.5

8. File PAS-5 along with Private Placement offer letter of offer with ROC within 30 days of circulation

9. Get share application money.

10. Pass Board resolution (only in Board meeting) for allotment.

11. File Form MGT.14 with ROC with copy of Board resolution

12. File return of allotment in Form PAS.3 within 30 days from the date of allotment.

Allotment through Right issue :

1.Prepare draft offer letter with application form

2. Pass Board resolution for issue of rights shares and approval of letter of offer

3. File Form MGT.14 with letter of offer

4. Issue letter of offer to existing shareholders & offer shares in proportion to their shareholding

5. If existing shareholders do not accept the offer (or renounce their right in favour of non-members), the Board can allot shares to non-members u/s 62(1) (a)(iii).

6. File return of allotment with ROC and make entry in register of members.

Considering the urgency of query, would highly appreciate an early response to this.

Thanks in advance.