Process for issue of Shares through Private Placement under Companies Act, 2013 & SEBI (LODR) Regulations, 2015
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SR. NO. |
PROVISIONS UNDER THE COMPANIES ACT, 2013 | SR. NO. | PROVISIONS UNDER SEBI (LODR) REGULATIONS, 2015 |
| 1. | The Company shall obtain the Valuation Report for price determination and its justification;
[Note: Relevant date for valuation shall be at least 30 days prior to the date on which the general meeting of the company is scheduled to be held] |
1. | As per Regulation 29 of the SEBI (LODR) Regulations, 2015, Prior intimation of the Board Meeting shall be given to the Stock Exchange at least 2 clear working days prior and the same shall be published on the website of the Company; |
| 2. | As per Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Letter of Offer in Form PAS-4 along with the application form which shall be serially numbered and shall be also specifically addressed to the offeree; | 2. | As per Regulation 30 read with sub-para 4 of Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015, Outcome of the Board Meeting shall be submitted to the Stock Exchange within 30 minutes of the conclusion of the Board Meeting and the same shall be published on the website of the Company; |
| 3. | Record of Private Placement Offers shall be prepared in Form PAS-5; | 3. | As per Regulation 29 of the SEBI (LODR) Regulations, 2015, Prior intimation of General Meeting or Postal Ballot proposed to be held for obtaining Shareholder’s approval for further raising indicating type of issuance to the Stock Exchange, at least 2 clear working days and the same shall also be published on the website of the Company; |
| 4. | Board Resolution shall be passed for approval of Form PAS-5, draft PAS-4 and also for issue of securities; | 4. | As per Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations, 2015, Proceedings of the General Meeting shall be submitted to the Stock Exchange not later than 24 hours from the conclusion of the General Meeting and also the same shall be published in the website of the Company; |
| 5. | Such Board Resolution shall be filed with ROC in e-form MGT-14 within 30 days of passing the resolution for issue of securities;
[Note: Aforementioned provision is not applicable to the Private Company] |
5. | As per regulation 44 of SEBI (LODR) Regulations, 2015, details regarding voting results of the General Meeting shall be submitted to the Stock Exchange in the format specified by the SEBI within 2 working days from the conclusion of General Meeting and the same shall also be published on the website of the Company; |
| 6. | Special Resolution shall be passed for approval of letter of offer in Form PAS-4; | ||
| 7. | E-form MGT-14 shall be filed with ROC within 30 days of passing the Special Resolution along with the relevant attachments; | 6. | As per Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulation, 2015, Disclosure of allotment of securities shall be submitted to the stock exchange not later than 24 hours from the conclusion of the Board Meeting and the same shall also be published on the website of the Company; |
| 8. | The Company shall issue Letter of Offer in Form PAS-4; | ||
| 9. | Letter of acceptance of offer from the Shareholders along with filled application Form and application money through Banking Channel; | 7. | A Statement showing holding of securities and shareholding pattern separately for each class of securities shall be submitted to the Stock Exchange as per the timeline as specified in the Regulation 31 of SEBI (LODR) Regulations, 2015. |
| 10. | Board Resolution Shall be passed for allotment of shares within 60 days of receipt of money through Banking Channels; | ||
| 11. | E-form PAS-3 shall be filed with the ROC within 15 days of allotment of Shares along with the relevant attachments; | ||
| 12. | E-form MGT-14 shall be filed along with the copy of Board Resolution for allotment of Shares within 30 days of passing Resolution;
[Note: Aforementioned provision is not applicable to the Private Company] |
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| 13. | Share Certificates shall be issued as per Section 46 and Section 56 of the Companies Act, 2013; |
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