CHECKLIST FOR PRIVATE PLACEMENT FOR ISSUE OF SHARES AND SECURITIES UNDER SECTION 42 OF THE COMPANIES ACT 2013
Private Placement U/S
42 ( Read with Companies ( Proscpectus and Allotment of Securities) Rules 2014
For Public and
Private Company :
1) To ensure that persons to whom
offer may be made not to exceed 200 in a financial year for each kind
of security for Public Ltd., Company . In Private Ltd., Co. the maximum number
of members shall not exceed 200.
2) No allotment against any previous
offer / invitation of any kind of security is pending
3) Company has passed special resolution
for each offer / invitation ( except in case of NCDs, where one resolution in a
year for all offers during the year is sufficient.
4) Explanatory statement contains
justification for price and premium, if any.
5) Issue a private placement offer letter
was in form PAS – 4.
6) Requirement of private placement
offer letter –
a.
Was accompanied by serially numbered application form
b.
Addressed specifically to the person to whom offer is being made
c.
Sent to only such person in writing / electronically
d.
Within 30 days of recording names in the list
e.No
person other than the addressee was allowed to apply through application form.
f.
Value of offer / invitation per person was not less than Rs.20,000/- of face
value of the security
7) Private placement was offered to
such persons whose names are recorded prior to the invitation to subscribe.
8) The Company has maintained record
of offer letters in PAS – 5.
9) Company has filed offer letter with
ROC along with record of offer letters in the form PAS 6 within 30 days
circulation of offer letter.
10) Amount against offer to be
received only by cheque / demand draft / other banking channels but not by cash
– only from the bank account of the subscriber.
11) Company to maintain record of the
bank account from which payments received.
12) In case of joint holders, payment
was received from first applicant only.
13) Allotment was completed within 60
days from date of receipt of application form. If not application money repaid
within 15 days of completion of 60 days. If not repaid, the application money
along with interest at 12% per annum from expiry of 60th day was
paid.
14) Board resolution to specifically
contain authority for signing of share certificates by 2 directors and CS / one
authorized person. One of the two directors should be director other than MD /
WTD.
15) Share application money to be kept
in separate bank account and was utilized only for
a.
Adjustment against allotment or
b.
Repayment.
16) Company filed Return of allotment
in form PAS-3 within 30 days.
17) Share certificates were issued
within 2 months of allotment of shares / 6 months of allotment of debentures.
18) In case of contravention, money
was refunded within 30 days of order.
19) Company has made entry in Register
of Members.
