Procedure to issue shares by existing private ltd company

For appointment of director:

- Pass Board resolution

- File Form DIR.12+DIR.2 within 30 days

- Make entry in register of directors

For issue of shares to employee on private placement basis (assuming he is not a member at present) (subject to provisions of your Articles):

-  Get certificate for valuation of shares from CA with minimum 10 years experience

- Draft EGM notice and pass Board resolution for issuing the same

- Pass special resolution  in EGM

- File Form MGT.14 with copy of special resolution within 30 days

- Prepare offer letter (in form PAS.4) with application form

- Pass Board resolution (only in Board meeting) for issue of shares; approving letter of offer; opening separate bank a/c for share application money

- File Form MGT.14 with copy of Board resolution for issue of shares

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

- File letter of offer with ROC within 30 days of circulation

- Get share application money

- Pass Board resolution (only in Board meeting) for allotment

- File return of allotment in Form PAS.3 with copy of CA certificate

- Issue share certificate after payment of stamp duty and make entry in register of members.

Process is quite lengthy.  You have to check your Articles whether you could follow route of rights issue u/s 62(1)(a) with renunciation in favour of the employee who is not an existing member.  In such a case, the process will be:

- Prepare draft letter of offer (no specific format prescribed) and application form

- - Pass Board resolution (only in Board meeting) for issue of shares; approving letter of offer; opening separate bank a/c for share application money

- File Form MGT.14 with copy of Board resolution for issue of shares

- Issue letter of offer

- Get share application money with application form

- Pass Board resolution (only in Board meeting) for allotment

- File return of allotment in Form PAS.3

- Issue share certificate after payment of stamp duty and make entry in register of members.

Thank you Agrawal Sir for the detailed answer....

1)  I have a query regarding this private placement, I have to issue shares for a public ltd Co. through private placeement but I am little confused whether I have to valuation of the issue by the registered valuer and if, how can it be done and by whom. 

Or

Valuation is only required in case of issue of securities in cash?

2) Does a public company can issue securities only in dematerialised form only or can be done in physical from?

Thank you 

Wat if shares are not issued to existing shareholders.