Suyog S Kabra

1. To ensure that person to whom offer has been made does not exceed 200 in a financial year for each kind of security. It is to be noted that any offer or investigation made to qualified institutional buyers or to employees of the company under scheme of employee stock option shall not be considered while calculating the limit of two hundred people.

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 on one resolution in a year for all offers during the year is sufficient)

4. Explanatory statement contains justification for price and premium if any and requirements of section 102,if any

5. Issue of private placement offer letter was in form PAS-4

6. Requirements of private placement offer letter

Was accompanied  by serially numbered application form

Addressed specifically to the person to whom the offer is made

Sent to only such person in writing or electronically

Sent within 30days of recording names in the list

No person other than addressee was allowed to apply through application form

Value of offer or invitation per person was not less than Rs.20000/- of face value of security

7. Private placement was offered to such persons whose names are recoded prior to invitation to subscribe.

8. The company has maintained record of offer letters in FORM No.PAS-5

9. Company has filed offer letter with ROC in from no.PAS-3 along with record of offer letters within 30days of circulation of offer letters

10. Amount against offer to be received only by Cheque / DD/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 .Ensure that payment has been made from the Bank account of the person subscribing to such securities.

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 forms if not application money repaid within 15 days of completion of 60 days. If not repaid, the application money along with interest at 12% P.a. from expiry of 60th day was paid.

14     Board resolution specifically contains authority for issuance of share certificate to two 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

  • Adjustment against allotment or
  • 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 debenture.

18. In case contravention ,money was refunded within 30days of order imposing the penalty

19. Company has made entry in registrar of Members.

Indicative List Of Documents To Be Checked

  • Minutes of Board meeting
  • Notice conveying general meeting with relevant explanatory statement
  • Register of Members
  • Board resolution authorizing person to sign certificate
  • PAS-3, PAS-4,PAS-5,MGT-14

(Suyog S Kabra is  partner with White Collar Legal LLP and can be reached at

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October 2020