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Deposits.
2)
Loans.
3)
Capital.
The Deposits and loans has already been discussed earlier on this website
Deposits
:
Acceptance Of Deposits Under Section 73 76
Loans
:
Loan to Directors, Section 185 & section 186 Simplified.
Now we will discuss the third method i.e. Raising of Capital
Under Companies Act 2013, A Private Limited Company can raise funds via Capital in 3 Ways :1) Private Placement/ Preferential Allotment.
2) Right Issue/preferential Allotment.
3) Bonus Issue.
PRIVATE PLACEMENT.
Issuing shares to a select group of people like friends & family, angels or VC?
Brace up, the new Companies Act 2013, provides for lengthy compliance procedures.
Unlike before, even a private limited company has to follow the processes for private placement of
securities. Securities means equity shares, preference shares and debentures, convertible instruments,
redeemable instruments.
Private Placement means any offer of securities or invitation to subscribe securities (equity or
securities that convert to equity) to a select group of persons by a company, other than by way of
public offer, through issue of a private placement offer letter. (Section 42 of Companies Act 2013 and
Rule 14 under Companies (Prospectus and Allotment of Securities) Rules 2014)
These guidelines are applicable if the offer is made to a person who is currently not an equity shareholder
in the company.
KEY CONDITIONS
A) An offer can be made under a Private Placement Offer Letter to not more than 200 people
Not just the limitation of allotment to 200 people but even an invitation to subscribe cannot be made to
more than 200 people.
The 200 people limit excludes Qualified Institutional Buyers and Employees.
VARIOUS KNOW HOW TO OFFER LETTER
1) Offer letter in PAS 4 + application form serial numbered + addressed to specific person to be sent
in writing or electronic mode.
2) While passing special resolution basis or justification of pricing (including premium) to be made in
explanatory statement.
3)
A person cannot apply for shares of Less than Rs 20,000 Face Value.
4)
5)
2)
3)
4)
5)
6)
7)
8)
9)
2)
3)
4)
Interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid).
5)
6) Change in accounting policies in last 3 years and its effect on profits & Reserves.
7) Declaration by director of compliance.
B) The money so received shall be kept in a separate bank account of the company and utilized only for
allotment (or repayment).
KEY POINTS UNDER THIS
1)
2)
Detail to include PAN & e-mail id of each member to whom share allotted.
3)
4)
If not followed Penalty of amount involved or 2 Cr, whichever is high+ to refund the money.
5)
The securities allotted has to be fully paid-up (i.e. it cannot be partly-paid for).
When obtaining the shareholder approval, the below details has to be decided and included in
the disclosures: