Board of directors of Western Ltd. decides to issue equity shares to the extent of ₹10 crore on private placement basis. Explain the procedure the company should follow to give effect to the Board's proposal.

CS Professional · Advanced Company Law and Practice · PYQS · December 2016
Board of directors of Western Ltd. decides to issue equity shares to the extent of ₹10 crore on private placement basis. Explain the procedure the company should follow to give effect to the Board's proposal.

Answer & Explanation:

In accordance with the provisions of the Companies Act, 2013, as contained in Explanation II to section 42(1) the term 'private placement' means offer of securities or invitation to subscribe securities to a selected group of persons by a company (other than by way of public offer) through issue of a private placement offer letter and which satisfies the conditions specified in Section 42 of the Companies Act, 2013. Under the private placement, the offer of securities or invitation to subscribe securities, shall be made to such number of persons not exceeding 50 or such higher number as may be prescribed, (excluding qualified institutional buyers and employees of the company being offered securities under a scheme of employee stock option), in a financial year and on such conditions as may be specified under Rule 14(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014. (At present, the limit upon the offer to be made to the no. of persons is 200 persons in the aggregate in a financial year.) Procedure to make allotment through Private Placement: The issue shall be authorized by the Articles of the Company. Hold the board meeting and pass board resolution for convening the meeting of members and approving draft notice of meeting of members. Hold the general meeting and pass the special resolution. Send letter of offer in Form PAS-4 along with application form to the proposed subscribers. File Form MGT-14 along with the fees with the Registrar within 30 days of passing the resolution. Annex the explanatory statement Ensure that the offer or invitation be made to not more than 200 persons in the aggregate in a financial year excluding QIBs and employees offered securities under ESOP. Ensure that all monies receivable towards the subscription of such equity shares under section 42 of the Companies Act, 2013 be received / accepted through cheque/DD/other banking channels but not by cash. The company shall maintain a complete record of private placement offers in Form PAS-5. File form PAS-5 along with private placement offer letter in Form PAS-4 with the Registrar with the prescribed fee and where the company is listed, with SEBI within a period of 30 days of circulation of private placement offer letter. Return of allotment of securities under Section 42 shall be filed with the Registrar within 30 days of allotment in Form PAS-3 with the prescribed fee along with a complete list of all security holders containing the prescribed particulars, and the intimation be sent to depository immediately on allotment of such shares. Issue share certificates and update minutes book and registers.

Topics: Share Capital and Debentures

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