Tuesday, December 23, 2014

Procedure and Provisions Applicable for Private Placement by A Company

  • The act makes provisions relating to Private placement of all the securities and not only shares.
  • The act also defines Private placement as any offer of securities or invitation to subscribe securities to select group of persons by the company (other than by way of public offer) through issue of private placement offer letter and which satisfies the condition specified in this section.
  • To make an offer or invitation of securities to a section of public other than Qualified Institutional Buyers and Employees of the Company under ESOP otherwise than through issue of a Prospectus, by issuing a Private placement Letter of Offer or by way of private placement, in form PAS 4, no. of person to whom an invitation or an offer is made should not be more than two hundred persons in aggregate in the Financial year.
  • An offer of securities or invitation to subscribe securities shall be made through Private placement Letter of Offer, in form PAS 4, to a selected group of persons by the company (other than by way of public offer) only if the proposed offer has been approved by the shareholders of the company, by way of special resolution for each such issue. It is important to take note that now all types of securities are covered under the ambit of Private placement.
  • The explanatory statement to the G.M notice should contain the basis or the justification for the proposed issue price.
  • This offer Document is needed to be serially numbered and addressed specifically to the concerned person. It can sent either in writing or in electric mode, within a time period of 30 days.
  • As per Rules, the minimum investment size has to be Rs. 20,000 per person in terms of Face Value.
  • The act further provides conditions through which invitation can be made, the section, along with corresponding Rules also provide that no fresh allotment to be made unless all the earlier allotments of any other security are completed or withdrawn.
  • The act further provides that company shall allot securities within 60 days from date of receipt of application money, if it does not allot within 60 days then repay application money within 15 days after expiry of 60 days and if company does not pay money after the aforesaid period the company is liable to repay the money with interest at 12% per annum from expiry of 60 days.
  • The monies received shall be kept in separate bank account with a scheduled bank and to be used for purpose provided in this section.
  • The act further provides that the offer to be made only to such persons whose name is recorded prior to the invitation to subscribe. The complete record of the offer and acceptance and form of Private placement Letter of Offer in form no PAS 4 shall be filed with to the Register and in case of listed companies, with the Securities and Exchange Board of India (SEBI) as well, within a period of 30 days of circulation of private placement offer (which shall be the date of the said Private Placement Offer Latter).
  • The provisions this Section and the Rules shall not be application to any non-banking financial (NBFC) company which is registered with the Reserve Bank of India (RBI) Under RBI Act9, 1934 and housing finance companies which are registered with the national Housing Bank (NHB) under National Housing Bank Act, 1987, if they are complying with the regulations made by Reserve Bank of India or NHB in respect of offer or invitation to be issued on private placement basis. Provided that such companies will comply with provision relating to maximum number of people and value of investment, if the RBI or NHB has not specified similar regulation. 
Due Diligence Financial Services is reputed Company Law advisor relating to Company Formation or Company Registration in Delhi or any states or cities of India such as Gurgaon Deoghar Ghaziabad Dhanbad Noida Jharkhand Ranchi Bihar Patna etc.. Company registration Consultant in Delhi or any cities or states of India such as Dhanbad Noida Jharkhand Ranchi Ghaziabad Gurgaon Deoghar Bihar Patna etc. Besides Private limited Company or Public Limited Company registration ddfs provides OPC incorporation or Section 8 Company registration or Partnership Formation and LLP Registration.

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