Format of Private Placement Offer Letter (Form No. PAS-4, PAS-5) and Share Application Form under Companies Act, 2013

FORM NO PAS-4

PRIVATE PLACEMENT OFFER LETTER

[Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

The Private Placement Offer Letter shall contain the following:

1.      GENERAL INFORMATION

1.	Name, address, website and other contact details of the company indicating both registered office and corporate office;
2.	Date of incorporation of the company;
3.	Business carried on by the company and its subsidiaries with the details of branches or units, if any;
4.	Brief particulars of the management of the company
5.	Names, addresses, DIN and occupations of the directors;
6.	Management’s perception of risk factors;
7.	Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of – i.     Statutory dues; ii.   debentures and interest thereon; iii. deposits and interest thereon; iv. loan from any bank or financial institution and interest thereon
8.	Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process;

2.      PARTICULARS OF THE OFFER

1.	Date of passing of board resolution
2.	Date of passing of resolution in the general meeting, authorizing the offer of securities
3.	Kinds of securities offered (i.e. whether share or debenture) and class of security
4.	Price at which the security is being offered including the premium, if any, along with justification of the price
5.	Name and address of the valuer who performed valuation of the security offered
6.	Amount which the company intends to raise by way of securities
7.	Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment
8.	Proposed time schedule for which the offer letter is valid
9.	Purposes and objects of the offer
10.	Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects
11.	Principle terms of assets charged as security, if applicable

3.      DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

1.	Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons
2.	Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
3.	Remuneration of directors (during the current year and last three financial years);
4.	Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided
5.	Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
6.	Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately proceeding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries
7.	Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company

4.      FINANCIAL POSITION OF THE COMPANY

A.	The capital structure of the company in the following manner in a tabular form:
	i.     The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)
	ii.   Size of the present offer
	iii. Paid up capital A.   after the offer B.   after conversion of convertible instruments (if applicable) C.    share premium account (before and after the offer)
	The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;
B.	Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter;
C.	Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)
D.	A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter;
E.	Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter;
F.	Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company

  

5.      A DECLARATION BY THE DIRECTORS THAT:

a.       The company has complied with the provisions of the Act and the rules made thereunder

b.       The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government

c.       The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter

I am authorized by the Board of Directors of the Company vide resolution number ___________ dated ___________ to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Signed

Date:

Place:

Attachments:-

Copy of board resolution

Copy of shareholders resolution

Form PAS-5

(Section 42(7) and Rule 14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014)

Record of a private placement offer to be kept by the company

Name of the Company:
Registered office of the Company:
CIN

DETAILS OF PRIVATE PLACEMENT OFFER

Date when approval of the relevant authority (board or the shareholders, as the case may be) obtained for the current Private Placement Offer Letter:

Amount of the Offer:
Date of circulation of private placement offer letter

Following details (in a tabulate statement) of the persons to whom private placement offer letter has been circulated

1.	Name
2.	Father’s name
3.	Complete Address including Flat/House Number, Street, Locality, Pin Code
4.	Phone number, if any
5.	Email ID, if any
6.	Initial of the Officer of the company designated to keep the Record

  

Share Application Form

(For Private Circulation only, under Private Placement only)

Application No. ____

To,

The Board of Directors

____________ Private Limited

____________________,

Ludhiana-141001

Subject: Offer to subscribe ____________ Equity Shares of Rs. _____ each for cash at par

Dear Sir.

I / We apply for allotment to me / us of the Equity Shares Indicated below of Rs. _______ each for cash and I agree to accept the shares applied for or any smaller number you may allot to me.

I am / we are Indian National(s) resident in India. I am / we are not acquiring shares applied for as nominee(s) of any person who is not an Indian National, who is resident outside India, or which is foreign controlling company. I/We authorise the Company to put my / our name(s) on the Register of Shareholders in respect of the Shares that may be allotted to me /us pursuant to the application and I / We agree to hold such Shares under the terms and conditions contained in the Application and subject to the provisions of the Memorandum and Articles of the Association of the Company.

I /We undertake that I / We will sign such other documents and do all such other acts, If any, necessary on my /our part to enable me /us to enable you to register me /us as the holder(s) of the Shares which may be allotted to me /us.

I/We send herewith the sum of Rs. ___________ (__________) by cheque/RTGS in the company bank account of “________________ Private Limited” being the application money @ Rs. ____ per share as per the details annexed herewith*

Sole/First Applicant
Name in Full
Father/ Husband Name
Age
Income tax Pan No.
Address
Occupation
No. of Shares Applied
Specimen Signature

*Detail of Amount deposited in Bank

S. No.	Particular of Deposit	No. of Shares Applied	Amount

For Office Use

Allotment No & Date __________ No. of Shares allotted _______ Equity Shares Amount Adjusted Rs. ________ Share Certificate No. from ______ to ________ Dist. No. from _______ to _________ issued in Ledger Folio No. ______

Instructions

1.       Application must be in the names of individuals, body corporate only AND NOT in the names of partnership firms, minors or trust unless the trust is registered under the Societies Registration Act 1850 and is authorised under its constitution to hold shares in a company.

2.       Application form must be filled in BLOCK LETTERS IN ENGLISH. Applications which are not complete in every respect are liable to be rejected.

3.       Signature should be in any one of the languages namely English and Hindi, Signatures in languages other than these and thumb impressions must be attested by the Magistrate or Special Executive Magistrate under his office seal.

4.       In the case of an application signed under Power of Attorney or by a Body Corporate the duly certified copy of relevant Power of Attorney or other authority as the case may be should be lodged for registration along with the application or separately at the Registered Office of the Company.

5.       Payment should be made only by crossed account payee cheque. Payment through any other mode will not be accepted under any circumstances. Cheque should be payable at Ludhiana. Outstation Cheque will not be accepted.

6.       Cheques should be drawn in favour of _____________ Private Limited payable at Ludhiana

7.       Application form duly completed in all respects and accompanied by crossed account payee cheque should be handed over at the Company’s office at Ludhiana.

8.       The Board of directors reserves the right to accept or reject any application in whole or in part without assigning any reason. Where an application is rejected in full or No shares are allotted against it, the whole of the application money will be refunded to the applicant. Where an applicant is allotted lesser number of shares than the balance, if any, will be refunded to the applicant in terms of the provisions of Companies Act, 2013, No interest will be payable on application money so refunded either in full or in part, as the case may be.

9.       An applicant should submit only one application. Two or more applications in single and / or joint names will be deemed to be multiple application if the sole and/or the first applicant is one and the same. The Board of Directors reserve the right to reject in its absolute discretion all or multiple applications.

10.   If ownership of shares is desired in the name of one individual, full details should be given only under the heading “First or Sole Applicant”. In case of joint applicants (who shall not be more than three) the signature and particulars of each joint applicants must be given in the space provided in the application form for such joint applicants.

11.   The applicant or in the case of application in the joint names each of the applicant must mention his / her Permanent Account Number allotted under the Income Tax Act, 1961 or where the same has not been allotted form No. 60 is to be filled, signed & enclosed with application. Application forms without this information will be considered incomplete and are liable to be rejected.

Thanks
CS Nikhil Kalra
csnikhilkalra@gmail.com