Issue of Shares Through Private Placement | Companies Act, 2013

Private placement can be explained as a means of raising capital by the companies without going for public issues. Public Issues like Initial Public Offering and Further Public Opening are means of raising capital by the companies.

DEFINITION

A private placement is a sale of stock shares or bonds to pre-selected investors and institutions rather than on the open market. It is an alternative to an initial public offering (IPO) for a company seeking to raise capital for expansion.

Condition for Private Placement under the Companies Act, 2013

• Maximum Number of Persons: An offer for private placement can be made to not more than 200 people in a financial year.
• Minimum amount of offer for an individual: The value of the Offer per person shall not be less than INR 20,000 of ‘face value’ of securities.
• Persons to whom an offer can be made: All offers shall be made only to those persons whose names are recorded by the company prior to the invitation to subscribe and allotments can be made only to such persons who have been addressed and the offer is made along with the Offer letter.
• Mode of Payment: All monies payable towards subscription of securities under this section shall be paid through cheque or demand draft or other banking channels but not by cash.
• No advertisement of offer: No company offering securities under private placement shall release any public advertisements or utilize any media, marketing or distribution channels or agents to inform the public at large about such an offer.
• Bank Account: The application money received from the private placement offer shall be deposited in a separate bank account in a scheduled bank.
• Minimum gap between two offers: A company can come with a new offer after completion of the earlier offer. However, no fresh offer or invitation shall be made unless the allotments with respect to any previous offer or invitation have been completed or been withdrawn or abandoned by the company.
• Allotment: Securities are to be allotted within 60 days from the date of receipt of the application money and if the company fails to allot securities, has to repay the application money to the subscribers within 15 days from the date of completion of 60 days and in case the company fails to repay the application money within the aforesaid period, the company is liable to repay application money along with interest at the rate of 12% p.a. from the expiry of the 60th day.

• Every unlisted public company making any offer for issue of any securities, before making such offer has dematerialized of its securities held by its promoters, directors, key managerial personnel in accordance with provisions of the Depositories Act, 1996 and regulations made there under.

Prior checking points:

• Whether authorized share capital is sufficient for issue of shares through private placement and if authorized capital not enough, then first alter the capital clause of the memorandum of association of the company.
• Whether articles of association authorise for issue of shares through private placement and if not, then first alter the articles of association to include provisions for issue of shares through private placement.
• Confirm that shares which are to be issued through private placement are fully paid up shares

The provisions and procedures relating to issue of shares through private placement are as follows: