Procedure Of Increase In Authorised Share Capital & Private Placement

Point to Note-

(1) An offer can be made under a Private Placement Offer Letter to not more than 200 people.

(2)The application form has to be numbered and addressed specifically to the person to whom the offer is made along with the Offer Letter. Allotments can be made only to such persons

(3) The value of the Offer per person shall not be less than INR 20,000 of ‘face value’ of securities

(4) The payment for subscription should be through the bank account of the person subscribing to the securities, No cash transaction is permitted.

(5) The money so received shall be kept in a separate bank account of the company and utilised only for allotment (or repayment).

(6) The price of the security has to be justified and the inference is that, it requires a valuation report by a Registered Valuer

(7) Non-compliance can lead to a penalty of INR 2 crores or the amount involved in the offer, whichever is higher.

PROCEDURE OF INCREASE IN AUTHORISED SHARE CAPITAL AND PRIVATE PLACEMENT
SI. No.	Nature of Event	Date of Event	Documents required to be prepared	ROC Form
1	Issue letter to convine BM	Monday, December 01, 2014	a) Letter to Directors 1 b) Letter to Directors 2
2	Convine BM to increse the authorised share capital, adoption of MOA and AOA	Monday, December 08, 2014	a)Board Resolution to increase the authorised share capital of the company and alteration of Capital clause of Memorandum ofassociation b) Board Resolution to adoption of Article of association c) Board Resolution to adoption of Memorandum of association d) Board Resolution to convine EGM e) Notice of EGM with explanatory statement
3	Convine EGM increse the authorised share capital, altration of MOA, adoption of MOA and AOA	Thursday, January 01, 2015	a) Special Resolution to increase the authorised share capital of the company and alteration of Capital clause of Memorandum of association b) Special Resolution to adoption of Article of association c) Special Resolution to adoption of Memorandum of association	a) Form MGT 14 within 30 days from the date of passing of SR b) Form SH 7 within 30 days from the date of passing of SR
4	Issue letter to convine BM	Thursday, January 01, 2015	a) Letter to Directors 1 b) Letter to Directors 2
5	Convine BM for the private placement	Thursday, January 08, 2015	a) Board Resolution for approval of list of persons to whom option will be given through private placement b) Board Resolution for approval of proposal for issue and offer of equity shares on a private placement basis c) Board Resolution to take on record of valuation report d) Board Resolution to open current bank account e) Board Resolution to call EGM f) Notice of EGM with explanatory statement g) Prepare Draft letter of offer
6	Convine EGM for the private placement	Monday, February 02, 2015	a) Special Resolution for approval of proposal for issue and offer of equity shares on a private placement basis-SR will be valid for one year b) Special Resolution for the approval of Draft Letter of Offer (PAS 4) c) Take on record the selected investors (PAS 5) b) Issue Letter of Offer (PAS 4) and Share application form to the investor within 30 days after recording the name of selected invetor in PAS 5	a) Form MGT 14 within 30 days from the date of passing of SR b) Form GNL 2 within 30 days from the date of issue of letter of offer
7	Wait for the money received in Company’s Bank Account (No time limit, assume money will be received within 7 days)	Monday, February 09, 2015	1. Recived money from the investor by the Cheque/ RTGS/ Electronic Fund Transfer in the Company’s Bank Account 2. Make Allotment of shares within 60 days of receipt of Money from the persons to whom right was given.
7	Issue letter to convine BM	Monday, February 09, 2015	a) Letter to Directors 1 b) Letter to Directors 2
8	Convine BM for the allotment of Shares	Monday, February 16, 2015	a) Board Resolution with reference toShareholders agreement for the allotment of equity shares b) List of allottees c) Signing of Shareholders agreement	a) PAS 3 within 30 days from the date of allotment of shares b) MGT 14