Private Placement - Procedures under Companies Act, 2013 - Professionals - Legal - TIK Share
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Private Placement - Procedures under Companies Act, 2013

Rakesh Bharadwaj


- Offer Letter - PAS-4
- Application form
-Addressed to Specified person - Post / Email
- Special Resolution - Justifying the Pricing in Explanatory Statement - File form MGT-14

-Offer per person min Rs 20,000
-Payment of Subscription from Bank A/c of Subscriber only
-Allotment must be completed within 60 days of reciept of application money
-ELse, refund has to be done within next 15 days from the end of 60 days. Otherwise, refund has to be made along with a 12% pa interest.
-Max no of people to whom an offer can be made - 50 per offer or 200 per financial year

-Company has to maintain PAS-5 i.e the record of private placement
-PAS-5 and PAS-4 to be filed with ROC and SEBI within 30 days.
-PAS-3 - Return of Allotment of securities within 30 days of allotment

Penalty - 2 Crores or offer value which ever is higher and refund all monies within 30 days from the date of penalty order.
Penalty for company, director and promoter only.

To conclude, following forms have to filed

MGT -14 , PAS-5, PAS-4 and PAS-3


If any one of the conditions of private placement specified in Companies act is violated, it is deemed to be Public offer and SEBI regulations have to followed

Rahul Rai


Nice article Rakesh bharadwaj

I have some basic doubts , i would be grateful if you can clarify them 

1. Whether ESOP is convered under limit of 50 /200‏

2. Whether fresh offer can be made if old allotments are still pending‏

3.Whether we can bring cash for paying for allotment ?‏
‎4. Can you kindly provide a format for Special Resolution and the Explanatory statement -
5. You told that some justification is required for the price and premium to be offered , Do we have to go for some valuation ?
6. Whether pre-certification by a CS/CA/CMA is required for all these forms ?
Thanks in advance‏