ISSUE OF SHARES ON PRIVATE PLACEMENT BASIS UNDER COMPANIES ACT 2013
PROVISIONS RELATED TO ISSUE OF SECURITIES ON PRIVATE PLACEMENT BASIS ARE CONTAINED UNDER SECTION 42 OF THE COMPANIES ACT 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES 2014.
The expression “Private Placement” is defined under the Explanations of Section 42 of the Companies Act, 2013 which means “any offer of securities or invitation to subscribe securities to a select group of persons by a company (other than by way of public offer) through issue of a private placement offer letter and which satisfies the conditions specified in this section.”
In a layman’s language, when the securities are offered to the selective group of persons by issuing private placement offer, it is known as the Private Placement.
Section 42 of the Companies Act, 2013 read along with the Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 regulates the Private Placement of Shares.
To consider and pass with or without modification(s), the following resolution, as a Special Resolution:
“RESOLVED THAT pursuant to provisions of Section 42 of the Companies Act, 2013, Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time and other applicable laws, if any, each as may be applicable, and the provisions of the Memorandum and Articles of Association of the Bank and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary from concerned statutory or regulatory authority(ies), the approval of the Members of the company be and is hereby accorded for borrowing / raising funds in Indian currency / foreign currency by issue of securities in domestic and/or overseas market, in one or more tranches, as per the structure and within the limits permitted by the regulatory authorities, to eligible investors of an amount not exceeding Rs______:
RESOLVED FURTHER THAT, Mr. _______________, Director/Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, things, matters, as may be necessary and expedient for giving effect to the above resolution.
EXPLANATORY STATEMENT U/S 102 OF THE COMPANIES ACT, 2013
The Company has been raising funds by issuing securities on private placement basis, from time to time.
Pursuant to Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company is required to obtain approval of its members by way of a special resolution, before making any offer or invitation for issue of securities on a private placement basis.
The Board of Directors at its meeting held on _____, has approved issue of securities in one or more tranches, on private placement basis, upto ____.
The Directors recommend the resolution for members’ approval as a Special Resolution.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise in this Resolution.