Point to Note-

(1) An offer can be made under a Private Placement Offer Letter to not more than 200 people.

(2)The application form has to be numbered and addressed specifically to the person to whom the offer is made along with the Offer Letter. Allotments can be made only to such persons

(3) The value of the Offer per person shall not be less than INR 20,000 of ‘face value’ of securities

(4) The payment for subscription should be through the bank account of the person subscribing to the securities, No cash transaction is permitted.

(5) The money so received shall be kept in a separate bank account of the company and utilised only for allotment (or repayment).

(6) The price of the security has to be justified and the inference is that, it requires a valuation report by a Registered Valuer

(7) Non-compliance can lead to a penalty of INR 2 crores or the amount involved in the offer, whichever is higher.

 PROCEDURE OF INCREASE IN AUTHORISED SHARE CAPITAL AND PRIVATE PLACEMENT
SI. No. Nature of Event Date of Event Documents required to be prepared ROC Form
1  Issue letter to convine BM  Monday, December 01, 2014  a) Letter to Directors 1b) Letter to Directors 2
2 

 

 

 

Convine BM to increse the authorised share capital, adoption of MOA and AOA 

 

 

 

Monday, December 08, 2014 

 

 

 

a)Board Resolution to increase the authorised share capital of the company and alteration of Capital clause of Memorandum of associationb) Board Resolution to adoption of Article of association

c) Board Resolution to adoption of Memorandum of association

d) Board Resolution to convine EGM

e) Notice of EGM with explanatory statement

3 

 

Convine EGM increse the authorised share capital, altration of MOA, adoption of MOA and AOA 

 

Thursday, January 01, 2015 

 

a) Special Resolution to increase the authorised share capital of the company and alteration of Capital clause of Memorandum of associationb) Special Resolution to adoption of Article of association

c) Special Resolution to adoption of Memorandum of association

a) Form MGT 14 within 30 days from the date of passing of SRb) Form SH 7 within 30 days from the date of passing of SR

 

4  Issue letter to convine BM  Thursday, January 01, 2015  a) Letter to Directors 1b) Letter to Directors 2
5 

 

 

 

 

 

Convine BM for the private placement 

 

 

 

 

 

Thursday, January 08, 2015 

 

 

 

 

 

a) Board Resolution for approval of list of persons to whom option will be given through private placementb) Board Resolution for approval of proposal for issue and offer of equity shares on a private placement basis

c) Board Resolution to take on record of valuation report

d) Board Resolution to open current bank account

e) Board Resolution to call EGM

f) Notice of EGM with explanatory statement

g) Prepare Draft letter of offer

6 

 

 

Convine EGM for the private placement 

 

 

Monday, February 02, 2015 

 

 

a) Special Resolution for approval of proposal for issue and offer of equity shares on a private placement basis-SR will be valid for one yearb) Special Resolution for the approval of Draft Letter of Offer (PAS 4)

c) Take on record the selected investors (PAS 5)

b) Issue Letter of Offer (PAS 4) and Share application form to the investor within 30 days after recording the name of selected invetor in PAS 5

a) Form MGT 14 within 30 days from the date of passing of SRb) Form GNL 2 within 30 days from the date of issue of letter of offer

 

 

7  Wait for the money received in Company’s Bank Account (No time limit, assume money will be received within 7 days)  Monday, February 09, 2015  1. Recived money from the investor by the Cheque/ RTGS/ Electronic Fund Transfer in the Company’s Bank Account2. Make Allotment of shares within 60 days of receipt of Money from the persons to whom right was given.
7  Issue letter to convine BM  Monday, February 09, 2015  a) Letter to Directors 1b) Letter to Directors 2
8 

 

Convine BM for the allotment of Shares 

 

Monday, February 16, 2015 

 

a) Board Resolution with reference to Shareholders agreement for the allotment of equity sharesb) List of allottees

c) Signing of Shareholders agreement

a) PAS 3 within 30 days from the date of allotment of sharesb) MGT 14

 

(MD SOHEB ALAM – Company Secretary , C-II/170, New Ashok Nagar, New Delhi-110096,  Mobile: 09716778456, Email: cs.mdsohebalam@gmail.com)

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Category : Company Law (3466)
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Tags : Companies Act (1934) Companies Act 2013 (1706)

0 responses to “Procedure Of Increase In Authorised Share Capital & Private Placement”

  1. Vishal E V says:

    Thank you sir….

  2. pramod kumar basotia says:

    New companies act,2013 & amendment act, 2014 is a jok for small business men those are keeping private limited companies with them as now a days it is necessary to hold qualified traned team of professional to avoid / fight with various government agences

  3. VISHAL THAWANI says:

    FOR INCREASING AUTHORISE CAPITAL OR IS REQUIRED NOT SR

  4. Om Daga says:

    Section 179(3)(c) of the Act requires filing of Form No. MGT-14 with the ROC within 30 days of the Board Meeting for passing the resolution for the issue of securities and not allotment of securities. Therefore, MGT 14 is required to filed to attach Board Resolution for approval of proposal for issue and offer of equity shares on a private placement basis as mentioned in point no. 5 of above table. There is no need to file MGT 14 for Board Resolution to make allotment of equity shares as mentioned in point no. 8 of above table and only return of allotment in Form PAS 3 is required to be filed with Registrar within thirty days of making any allotment of securities as per Section 39 of the Act read with Rule 12(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014

  5. M K Jain says:

    I am surprised to note the quantum of penalty for procedural lapses.
    If some private limited co wants to raise rs. 50 lacs fresh capital, will it be liable to pay a fine of rs 2.00 crores in case of non compliance

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