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Private Placement

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Aishwarya Shah

Private Placement
Sec42 of Companies Act 2013
Last updated on May 5th, 2021

Section 42 of Companies Act 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules apply on Private Placement of Securities.

What is a Private Placement?

It means any offer or invitation to subscribe securities to a specified group of persons by a company through the issue of Private placement offer letter. A Company making this offer has to comply with lesser regulatory provisions.

Points to consider while making this Offer

The Company making the Private Placement of Securities needs to consider the following points:-

Private Placement Procedure

The following procedure applies in case of Private Placement Offer.

  1. Board Meeting

    Company shall hold the Board Meeting and shall discuss in the meeting following points:-
    Approve the list of persons to whom a Private placement offer shall be made
    Approve Draft Offer letter
    Call the general meeting

  2. General meeting

    The company shall hold the General Meeting to pass the Special resolution for approving the Private placement of shares.

  3. File Special Resolution

    Company shall file Special resolution with ROC in Form MGT-14 within 30 days of General Meeting.

  4. Offer Letter

    The Company shall circulate the offer letter among the proposed allottees to the securities in Form PAS-4.

  5. Application Money

    Company shall keep the application money of Private placement in a separate Bank Account in a Scheduled Bank Account.

  6. Allotment

    The company shall make the allotment of securities within 60 days of receipt of the Application money.
    If the company fails to do so, it shall refund the money within the next 15 days
    If the company fails to refund money then it shall be liable to repay money along with interest @12% p.a. from the 60th day from receipt of application money.

  7. Return of Allotment

    Company shall file return of allotment in Form PAS-3 with ROC within 15 days of allotment.

  8. Share Certificates

    Company shall issue Share certificates within 2 months from the date of allotment

  9. Update the Register of members

    At last, Register of members will be updated by adding the particulars of the new allottees of securities.

  10. Record of Private Placement

    Company shall maintain the complete record of Private Placement in Form PAS-5.

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FAQs

Can a Company accept the money for subscription of securities offered by Private Placement in cash?

No, a Company making the Private placement offer cannot accept the subscription money in cash. It can accept such subscription money only through cheque or demand draft or any other banking channel.

Is it mandatory to file the return for allotment with ROC?

Yes, it is mandatory to file a return of allotment with ROC within 30 days of Allotment of securities in Form PAS-3.

Is it mandatory to take the approval of shareholders in the meeting for making a Private Placement Offer?

Yes, it is mandatory for a Company making a Private Placement offer to take prior approval of shareholders by passing Special Resolution in the General Meeting.

Got Questions? Ask Away!

  1. Hi @Anamika_Sharma

    Private Placement means an offer or invitation to subscribe securities to a specified group of persons by a company through the issue of Private placement offer letter.

    you can read more about provisions regarding Private Placements here:

    Hope this helps!