CHECKLIST FOR PRIVATE PLACEMENT FOR ISSUE OF SHARES AND SECURITIES UNDER SECTION 42 OF THE COMPANIES ACT 2013

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 60^th 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.