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:-
- The Offer of securities through this issue can be made to a maximum of 50 persons in a single offer. However, Company can make this Offer to 200 persons or less in the aggregate in a Financial year. (excluding offer to Qualified Institutional Buyers and employees being offered securities under ESOP)
- Moreover, the company needs to approve this offer in Special Resolution in the General Meeting before making the Offer.
- Furthermore, the Company needs to circulate a Private Placement Offer letter among the proposed names allotted in Form PAS-4.
- A Company can issue the Offer Letter only after it files the Special Resolution with ROC in Form MGT-14.
- In this case, the monies that the Company receives from the offer shall be kept in a separate bank account in a Scheduled Bank.
- This offer does not carry any right of renunciation. Hence the person to whom the offer letter is addressed can apply for the securities only.
- In case of this offer, Company can accept the subscription money from this offer either by cheque or demand draft or other banking channels.
- The Company shall make the allotment within 60 days of receipt of the application money from the subscribers.
- Furthermore, if the company is not able to allot securities in 60 days, it shall repay the money of applicants within the next 15 days.
- The company shall file a Return of Allotment to ROC in Form PAS-3 within 15 days of allotment of securities.
- The company requires to maintain the complete record of this issue in Form PAS-5.
Private Placement Procedure
The following procedure applies in case of Private Placement Offer.
- 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
- General meeting
The company shall hold the General Meeting to pass the Special resolution for approving the Private placement of shares.
- File Special Resolution
Company shall file Special resolution with ROC in Form MGT-14 within 30 days of General Meeting.
- Offer Letter
The Company shall circulate the offer letter among the proposed allottees to the securities in Form PAS-4.
- Application Money
Company shall keep the application money of Private placement in a separate Bank Account in a Scheduled Bank Account.
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.
- Return of Allotment
Company shall file return of allotment in Form PAS-3 with ROC within 15 days of allotment.
- Share Certificates
Company shall issue Share certificates within 2 months from the date of allotment
- Update the Register of members
At last, Register of members will be updated by adding the particulars of the new allottees of securities.
- Record of Private Placement
Company shall maintain the complete record of Private Placement in Form PAS-5.
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.
Yes, it is mandatory to file a return of allotment with ROC within 30 days of Allotment of securities in Form PAS-3.
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.