Friday 29 July 2016

Draft Documents For Private Placement

FURTHER ISSUE OF SHARE CAPITAL

PRIVATE PLACEMENT


As per (section 23) a Public Company or Private Company may issue securities in any of the
Following manner:

Issue of Securities
 
Public Company Private Company

•To public through prospectus • Private Placement
• Private placement •Rights or Bonus Issue
• Rights issue or a bonus issue

Sec: 62 Further Issue of Share Capital can be made to following parties:
 
a) Existing Shareholders
b) Employees Stock Option Scheme
c) Any Other person, if Special Resolution is Passed and price of such shares is determined
by the Valuation Report of a Registered Valuer. The Company is also required to comply
the provisions of section 42 of the Act.

Note:
 
**Registered Valuer means any Independent Merchant Banker who is registered with
SEBI or an Independent CA in practice having minimum10 years of experience (Rules to
Chapter 3).

Rule 13 Companies (Share Capital and Debentures) Rules, 2014
 
Meaning of Preferential Allotment: It means an issue of shares or other securities, by a
Company to any select group of persons on a preferential basis.

Following Points to be considered while making before making Preferential Offer:

i) Authorised by its AOA.
ii) Special Resolution is passed.
iii) Securities allotted should be fully paid up.
iv)Need to make certain disclosure in Explanatory Statement.
v) Allotment should be completed within 12 months.
vi) Valuation Report from Registered Valuer.

Sec42:

Private Placement It 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.
However, the Company has to comply the following mentioned 7 points even in case
of Preferential Allotment.

Following Points to be considered while making Private Placement:

1. Share Application money should be kept in separate bank account.
2. The names of subscribers to issue should be recorded before making invitation to
subscribe.
3. Allotment should not be made exceeding 200 persons in a FY (excluding QIB or
Employee under ESOPs)
4. Allotment must be made for not less than Rs 20000/‐ of face value of the securities for
each allotee.
5. Mode of Payment: Share application money should be paid through Cheque or DD or
other Banking Channels.
6. Time period of Allotment: Allotment of securities should be made within 60 days from
receiving the application money. If not able to allot, then repay SAM within 15 days.
7. Default: If default is made in repayment, then pay with interest rate of 12% p.a.










DRAFT FORMAT






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)

1. GENERAL INFORMATION


Sl.No
Particulars
Details
(a)
Name


Address:
Registered Office 





Corporate office





Website

Email ID

Contact No.


 



(b)
Date of incorporation

(c)
Business carried on by the Company and its Subsidiaries with the details of branches or units ,if any

(d)
Brief Particulars of the management of the company Enclosed as Annexure – I & II
(e)
Names, Addresses, DIN and Occupation of the Directors
Enclosed as Annexure – I & II





(f)
Management ‘s Perception of risk Factors




(g)
Details of default,if any, including therein the amount involved, duration of default and present status, in repayment of the following:

(i)
Statutory dues;

(ii)
Debentures and interest thereon;

(iii)
Deposit and interest thereon;

(iv)
Loan from any bank or financial institution and interest thereon




(h)
Names, Designation, Address and phone number ,email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process



Name

Designation:


Address:

Email Id:

Ph No:




2. PARTICULARS OF THE OFFER

Sl.No
Particulars
Details
(a)
Date of passing of Board Resolution;



(b)
Date of passing of resolution in the General Meeting, authorizing the offer of securities;

(c)
Kind of securities offered (i.e whether share or debenture) and class of security;



(d)
Price at which the security is being offered  
Including the premium, if any , along with
Justification of the prices;



Justification:.
(e)
Names and address of the valuer who performed valuation of the security offered;

Name: 

Address:


(f)
Amount which the company intends to raise by way of securities;

(g)
Terms of raising of securities: Duration, if applicable, rate of dividend or rate of interest, mode of payment and repayment:

(h)
Proposed  time schedule for which the offer letter is valid;

(i)
Purposes and objects of the offer

Purpose:.

Objects:.
(j)
Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects;

(k)
Principle terms of assets charged as security, if applicable.









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


Sl. No
Particulars
Details


(i)
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.

.




(ii)
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.



(iii)
Remuneration of Directors (during the current year and last three financial);






Directors
Financial Year (Amt in Rs.)
2010-11 2011-12 2012-13 2013-14

























(iv)
Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regards to loan made or, guarantees given or securities provided


(v)
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.




(vi)
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 prosecution 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.



(vii)
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


Sl.No Particulars Details
(a)




(i)






























The capital structure of the company in the following manner in a tabular form :

(a) The Authorized, Issued, Subscribed and Paid up capital (number of securities, description and aggregate nominal value);







(b) size of the present offer;



(c) paid up capital



(A) after the offer;



(B) after conversion of convertible instruments (if applicable)




(d) share premium account (before and after the offer



Authorized Capital:


Issued, Subscribed & Paidup Capital:
















(ii)

Details of Allotment made in the last one year



Enclosed as Annexure – III

Existing Share Capital (Authorized & paid up capital)
Authorized Capital:

Paid up Capital:





(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.
Financial Year
Profit Before Tax
(INR Million)
Profit After Tax
(INR Million)
2012-2013


2011-2012


2010-2011





 (c)
  

Dividends declared by the




 company in respect of the


 said three financial years


 interest coverage ratio for



 last three years (cash



 profits 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.








PARTICULARS



FY2012-13 INR Million

FY 2011-12 INR Million
FY 2010-11 INR Million
Turnover
--
--
-
Expenses



PBDIT*



Depreciation & Interest



PBT**



Net Profit



Networth (share capital + reserves + share application money pending allotment)



*PBDT- Profit Before Depreciation and Tax
**PBT – Profit Before Tax

(e) Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter;
 Annexure – IV





(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 6 dated 16.07.2014 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.


Date: 
Place: Signature









ANNEXURE – I & II

S.No
Name
DIN.No

Occupation
Addreess
1








2








3








4








5















ANNEXURE – III

Sl. No
Date of Allotment
No of Shares Allotted
Face Value of Each Share
Price
(Total Amount)
Form of Consideration
1





2





3





4





5

















Board resolution for allotment



EXTRACT OF THE RESOLUTION OF THE MEETING OF BOARD OF DIRECTORS OF M/S. -------------LIMITED HELD ON ----DAY-----, 2014 AT 2.00 P.M AT ITS REGISTERED OFFICE SITUATED ---------------------------


ITEM # 3: ALLOTMENT OF SECURITIES TO M/S. ---------------AND CONSEQUENT AMMENDMENTS TO THE STATUTORY REGISTERS OF THE COMPANY

RESOLVED THAT pursuant to the provisions of Section 39 read with Section 62(1)(c) and all other applicable rules and provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Foreign Exchange Management Act, 1999 and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company , the consent of the Board be and is hereby accorded to allot -------(----only) Equity Shares of ------------- Rs 10/- (Rupees Ten) each to M/s.------------, on a preferential basis.”

RESOLVED FURTHER THAT Mr.------, Director and/or any other Directors of the Company be and are hereby jointly and severally authorized by the Company to do all acts, deeds and things necessary for the issue and allotment of above mentioned securities including payment of requisite stamp duty, fees and other amounts, execution, stamping, issuance and delivery of the share certificates, affixing the common seal of the Company on the said certificate in the presence of any two Directors make appropriate entries to reflect the allotments in the statutory registers maintained by the Company, signing and submission of all documents including the Form FC-GPR to the Reserve Bank of India and to do such other acts and to execute such documents and writings as they may consider necessary or desirable in connection with the issue of the aforesaid securities or to give effect to the above resolution.”

                   //Certified True Copy//
    For ------------------------------------Limited


Director

DIN No:





Covering Letter


Date: ----


To,
The Board of Directors
M/s. ----

Dear Sir(s),

Sub: Issue of ---Equity Shares of Rs. 10/- each (Rs.10/- face value aggregating to Rs. -----/- on preferential basis.

Ref: Sec 42 of Companies Act, 2013 & Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014.

Keeping in view the present financial requirements, the Company intends to raise the required funds by induction of Equity Share Capital by issue of Equity Shares on preferential basis.

In view of regulatory compliance the Shareholders of the Company have passed a special resolution at the Extra-Ordinary General Meeting held on----, 2014 approving the issue of Equity Shares on preferential basis for an amount up to Rs. ----/- divided into -----Equity Shares of Rs. 10/- each to M/s. ------
We are pleased to inform you that you are entitled to subscribe to the “Equity Shares issued on Preferential Basis” in reference to conditions and details laid down, hereunder in the application form and Board resolution.

You are requested to fill in the enclosed application form and submit the same along with full amount on or before the close of business hours on ------(date).

Thanking You


For and on behalf of
-------------------Limited


Director

Encl: 1. Share Application Form





 FORM PAS- 5



FORM PAS- 5

Record of a Private Placement offer to be kept by the Company

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


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

DETAILS OF PRIVATE PLACEMENT OFFER:

Date of approval of shareholders :
Amount of the offer :
Date of circulation of private placement offer letter :

Following are the details of the persons to whom private placement offer letter has been circulated:

Sr.No Particulars Details
(i) Name

(ii) Father’s Name

(iii) Completed Address including Flat/House Number, Street, Locality, Pin Code

(iv) Phone number, if any

(v) Email ID, if any


Initial of the Officer of the Company Date: designated to keep the Record






List of Allotees 


//LETTER HEAD//

ANNEXURE
TABLE A

Name of the Company
M/s. ---------------Limited
Date of Allotment


Type of Share Allotted ( Equity or Preference)


Nominal Amount per Share (In Rs.)
Rs. 10/-
Premium/ (Discount) amount per share (in Rs.)


Total number of Allottees


Brief particulars in respect of terms and condition,
voting rights etc.
Ranking pari passu with existing shares in all respects

TABLE B

S. No.


Name &
Occupation
of Allottee

Address
of
Allottee

Nationality
of the
Allottee

Number
of Equity Shares of Rs.10/- each
allotted

Total amount paid in
Rs.
Total amount to be
paid on calls
Rs.



Name:
Occupation: Business





-
Total


-

TABLE C (List of allotees, applicable in case of allotment of shares for consideration otherwise than in cash)
S. No.

Name &
Occupation
of Allottee

Address
of
Allottee

Nationality
of the
Allottee

Number
of shares
allotted

Wheather shares allotted as fully or partly paid up
If partly paid up amount outstanding
Rs.


NOT APPLICABLE


TABLE D (List of allottees, applicable in case of allotment of bonus shares)

S. No.

Name &
Occupation
of Allottee

Address
of
Allottee

Nationality
of the
Allottee

Number of shares allotted


NOT APPLICABLE





For ------------------------------ Limited


                                                                                                                               Director
DIN: -------------






 NOTICE OF EXTRA ORDINARY GENERAL MEETING




NOTICE OF EXTRA ORDINARY GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT AN EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF -----------WILL BE HELD ON ---day of -----AT 11:00 A.M AT ITS REGISTERED OFFICE SITUATED AT ----------------------------------


ITEM # 1: ISSUE OF SHARES TO M/S. ---------------ON PREFERENTIAL BASIS

To consider and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:



RESOLVED THAT pursuant to the provisions of Section 42, 62 of the Companies Act, 2013 and in compliance with the Companies (Prospectus & Allotment of Securities) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications thereto or re-enactment thereof for the time being in force), Foreign Exchange Management Act, 1999 and in accordance with the provisions of Article of Association of the Company, and subject to the approval, consent, permission and/or sanction, as may be required from the Reserve Bank of India, if any, Foreign Investment Promotion Board, Financial institutions and any other appropriate authority, Institution or Body and subject to such terms, conditions alterations, corrections, changes, variations and/or modifications, if any, as may be prescribed by any one or more or all of them in granting such approval, consent, permission and/or sanction, and the approval of shareholders of the Company be and is hereby accorded to the company to create, offer, issue and allot up to ---------- (---only) equity shares of Rs. 10/- each (Rupees Ten Only) as fully paid up equity shares in the Capital of the Company on preferential basis, in accordance with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014.

RESOLVED FURTHER THAT the draft of the Offer Letter, proposed to be issued to M/s.----------------------, along with other documents be and is hereby approved.”

FURTHER RESOLVED THAT---------------, Director of the Company and/or any other Director of the Company be and is hereby authorized to file necessary forms with the Registrar of Companies and other Statutory authorities in respect of issue of the Offer Letter to the respective persons after obtaining the approval of the shareholders and to do all other acts, deeds, things and matters as may be deemed expedient to give effect to the aforesaid resolution.”



Sl No.
Name & Address, Occupation
No. of Equity Shares @ Rs. 10/- each
1.
Name:

Address:


Occupation:


TOTAL





For and on Behalf of Board of Directors of
___________________________________





Date:
Place: 

NOTES:

1. Explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto.
2. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of himself and such proxy need not be a member of the Company.
3. The instrument(s) appointing the proxy, if any, shall be delivered at the Registered Office of the company not less than 48 hours before the commencement of the Meeting and in default, the instrument of proxy shall be treated as invalid. Proxies shall not have any right to speak at the meeting.
4. Members are requested to bring their copy of the notice to the meeting.


EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013



ITEM # 1: ISSUE OF SHARES TO M/S. -------------ON PREFERENTIAL BASIS

The Company along with the shareholders has entered into a Share Subscription Agreement dated ----------with M/s. -------------with respect to the subscription of Equity Shares of the Company.
As per Agreement, the Company will issue
(a) up to -------(---------- only) Equity Shares of Rs 10/- (Rupees Ten) each to -----based Limited company
As per Section 42 of the Companies Act, 2014 read with Companies (Prospectus and Allotment of Securities) Rules, 2014, prior approval of the shareholders is required for offering and issuing of the Equity Shares to ------------on preferential basis to the person specified as under:
(i) Additional details as required under Rule 9 and Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 are stated below:


S. No.
Particulars
Details
1.
The objects of the issue


2.
The total number of shares to be issued

i) up to ------- (One ----only) Equity Shares of Rs 10/- (Rupees Ten only) each to M/s. -------in one or more tranches on a preferential basis in one or more tranches in accordance with the SSA.
3.
The price or price band at/within which the allotment is proposed

(i) up to ----(---- only) Equity Shares of Rs 10/- (Rupees Ten only) each to M/s. ----------in one or more tranches, for an aggregate purchase price of up to the Indian Rupees Rs. -------(Rupees -----only) on a preferential basis in accordance with the SSA.
4.
Basis on which the price has been arrived at along with report of the registered valuer

The value per equity share of the Company on a going concern basis based on the book value as arrived at by M/s.-----., Chartered Accountants; Mumbai, India is Rs--- per --- share of Rs. 10/- each.
5.
Relevant date with reference to which the price has been arrived at
--------, being the date of the share subscription agreement
6.
The class or classes of persons to whom the allotment is proposed to be made
Preferential allotment is proposed to be made to M/s. -------
7.
Intention of promoters, directors or key managerial personnel to subscribe to the offer

Rs. ------.
8.
The proposed time within which the allotment shall be completed
Subject to the terms and conditions of the SSA, the proposed issuance by the Company would be completed as soon as practicable, after the approval of the shareholders by a special resolution is obtained for the proposed allotment, but in any event within a period of twelve months from the date of passing of this special resolution.
9.
The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them
M/s. -------– -----%

10.
The change in control, if any, in the company that would occur consequent to the preferential offer
The existing promoters of the Company would continue to be in control over the Company subsequent to the preferential offer.
11.
The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price;
1.
2.
12.
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
The Share Valuation is done by--------., Chartered Accountants
13.
Nature of such shares i.e. cumulative or non - cumulative, participating or non - participating, convertible or non – convertible.

14.
Manner of issue of shares

15.
The terms of issue, including terms and rate of dividend on each share, etc.

16.
The terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion

17.
The manner and modes of redemption

18.
The expected dilution in equity share capital upon conversion of preference shares
Please refer to the pre and post allotment shareholding pattern set out below


Pre and Post Shareholding

Sr. No.
Category
Pre issue
Post issue
No. of Shares held
% of share holding
No. of Shares held
% of share holding
A
Promoters’ holding :




1.
Indian :





Individual





Bodies Corporate





Sub Total




2.
Foreign Promoters





Sub Total (A)




B
Non-Promoters’ holding:




1.
Institutional Investors





Non-Institution :





Private Corporate Bodies





Directors and Relatives





Indian Public





Others (Including NRIs and Foreign Corporate Bodies)






Sub Total (B)





Grand Total








A copy of the valuation certificate issued by M/s.----., Chartered Accountants is attached and will also be tabled at the shareholders meeting.
None of key managerial personnel or their relatives are deemed to be interested in this resolution.
The Board recommends the resolutions in Item No. ---of the notice for adoption as a special resolution.
.


For and on Behalf of Board of Directors of



Date:
Place: 





EXTRACT OF THE RESOLUTION PASSED BY THE MEMBERS OF M/s. --------HELD ON -------- DAY, ----, 2014 AT 11:00 AM AT _______________________________________________________________________


ITEM # 2: ISSUE OF SHARES TO M/S. --------------------ON PREFERENTIAL BASIS
RESOLVED THAT pursuant to the provisions of Section 42, 62 of the Companies Act, 2013 and in compliance with the Companies (Prospectus & Allotment of Securities) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications thereto or re-enactment thereof for the time being in force), Foreign Exchange Management Act, 1999 and in accordance with the provisions of Article of Association of the Company, and subject to the approval, consent, permission and/or sanction, as may be required from the Reserve Bank of India, if any, Foreign Investment Promotion Board, Financial institutions and any other appropriate authority, Institution or Body and subject to such terms, conditions alterations, corrections, changes, variations and/or modifications, if any, as may be prescribed by any one or more or all of them in granting such approval, consent, permission and/or sanction, and the approval of shareholders of the Company be and is hereby accorded to the company to create, offer, issue and allot up to -------(One ----only) equity shares of Rs. 10/- each (Rupees Ten Only) as fully paid up equity shares in the Capital of the Company on preferential basis, in accordance with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014.

RESOLVED FURTHER THAT the draft of the Offer Letter, proposed to be issued to M/s.-------, along with other documents be and is hereby approved.”

FURTHER RESOLVED THAT Mr. --------, Director of the Company and/or any other Director of the Company be and is hereby authorized to file necessary forms with the Registrar of Companies and other Statutory authorities in respect of issue of the Offer Letter to the respective persons after obtaining the approval of the shareholders and to do all other acts, deeds, things and matters as may be deemed expedient to give effect to the aforesaid resolution.”





Sl No.
Name & Address, Occupation
No. of Equity Shares @ Rs. 10/- each
1.
Name:

Address:


Occupation: Business


TOTAL




                               // CERTIFIED TRUE COPY//

For and on Behalf of Board of Directors of


 Director





Share Application form


For Private Circulation only

This application form is specifically addressed to the following addressee in accordance with Rule 14(b) under Companies ( Prospectus and Allotment of Securities) Rules, 2014 read with Section 42 of the Companies Act, 2013 and not to be used by any other person.


 


       

APPLICATION FORM
(Please Read Carefully the instructions)


(Company Name—Limited)
(Incorporated under Companies Act, 1956)
Registered Office: --------------------------




Serial No :
1

TERMS OF PAYMENT
PAYABLE ON APPLICATION Rs. ______/- PER SHARE
The Board of Directors,
---------Limited

Registered Office: -----





Dear Sir(s),

I am submitting herewith my application for ________ Equity Shares of Rs. 10/- each in the company. The full nominal value is paid as shown below. I agree to abide by the provisions of the Memorandum and Articles of Association of the Company and the rules and regulations made by the Board for the issue of these shares.


[I will accept even less number of shares that may be allotted to me by the Board against this application. I authorize the Board of Directors to enter my name in the Register of Members of the company as holder of so many shares that may be allotted to me by the Board.]




Number of Equity Shares applied for

Amount (in words):
Amount (in figures)
In Cash

Figures:

Words:


Sole/First Applicant NAME SURNAME Date 
 

Name in full (Mr)



PAN/FIR NO.


ADDRESS IN FULL



Income-tax Circle/Ward/District
OCCUPATION
BUSINESS
Age:
USUAL SIGNATURE

Father’s Name (in full)




Sole/ Second Applicant NAME SURNAME Date 
 

Name in full (Mr)



PAN/FIR NO.


ADDRESS IN FULL



Income-tax Circle/Ward/District
OCCUPATION
Age:
USUAL SIGNATURE

Father’s Name (in full)





Specimen Signature(s)

Sole/First Applicant………………………….

Second Applicant…………………………….


FOR OFFICE USE ONLY

Folio No:


To be filled in by applicant other than Individual

  1. Name of Authorized Signatory ____________________

  1. Date of Authority____________________________________


FOR OFFICE USE ONLY

Folio No:


APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE





APPLICANT’S ADDRESS
ADDRESS

STREET


CITY


STATE


COUNTRY


PIN


 
APPLICANT’S PAN NO.__________________________


NOMINATION PARTICULARS: We hereby Nominate the following person or persons as our Nominee
 

Name in full

RELATION WITH APPLICANT

Address in full






Occupation


Husband’s name (in full)

Usual Signature



DETAILS OF PAYMENT
Funds shall be transferred to -------- Limited’

Bank Name:
Account number:
IFSC Code:
Account name:
Branch name:

Total Amount Enclosed
(In Figures) Rs. __________/- (Rupees_____________________)


WE are a private limited company duly incorporated under the Companies Act, 1956 (Corporate Identification Number:-------------).

We bind ourselves to these Terms and Conditions and wish to apply for allotment of the Equity Shares. We request you to please place our name(s) on the Register of Members.

Name of the Authorised Signatory(ies) Designation Signature








___________________
Applicant’s Signature

FOR OFFICE USE ONLY


DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________






For Private Circulation only



INSTRUCTIONS

HOW TO APPLY

  1. Application must be completed in full in Block letter in English except for Signature(s) and should be made by Indian National resident in India only.

  2. An applicant should submit only one Application (and not more than one) for the total number of Equity Shares required. Two or more applications in single and/or joint names will be deemed to be multiple applications if the sole/and or/the first applicants are one and the same. The Board reserves the right to reject in its absolute discretion all or any multiple applications.

  3. Application must be in the names of individuals, limited Companies, statutory corporation and NOT in the name of minors, partnership firms or their nominee(s) or agents of any of them.

  4. Application must be in single or joint names (not more than three) in the case of Joint applicants, the signatures and the particulars of each applicant should be given in the space provided in the application form for such application. All communications will be addressed and refunds, if any, will be made payable to the applicant whose name appears first in the application forms at the address given.

  5. In case of Applications made under Power of Attorney by limited Companies, corporate bodies or registered societies, the relevant power of attorney or the relevant resolution or authority as the case may be, or a duly certified copy thereof along with a copy of the memorandum and Articles of Association and/or bye laws must be lodged with the Company simultaneously with the submission of the application form quoting the serial number of the Application form failing which the application is liable to be rejected.

  6. Signatures other than in English, Hindi, Tamil, Gujarati, Marathi, Kannada, Telugu, Malayalam, Bengali or Urdu and thumb impressions must be attested by Magistrate or a special executive Magistrate or a Notary public under his official seal.

MODE OF PAYMENT

  1. Payment shall be made in Cheque/draft drawn on any bank including a Co-operative bank which is situated at and is a member or sub member of the Banker’s Clearing house payable at Hyderabad drawn in favour of Toyotsu Rare Earths India Private Limited and the Cheque/draft/pay order should be crossed and Account payee only. NO receipt need be issued for the application money. However the office receiving the application form will acknowledge the receipt by signing and returning to the applicant the acknowledgement slip at the bottom for the application form.

  2. A Separate Cheque/Draft must accompany each application form.

DISPOSAL OF APPLICATION/APPLICATION MONEY

  1. Applications which are not complete in all respects are liable to be rejected.

  2. The Board of Directors reserve the right to accept or reject any application in whole or in part without assigning any reason thereof. If an application is rejected in full the whole of the application money received will be refunded to the applicant. No interest will be payable on the application money so refunded.

GENERAL

  1. This application is meant for private circulation and not for use by the general public.

  2. Attention of the applicants is drawn to the provisions of Section 38(1) of the Companies Act, 2013 which is reproduced below:

Any person who
  1. Makes or abets making of an application in a fictitious name to a Company for acquiring, or subscribing for, its securities; or
  2. Makes or abets making multiple applications to a Company in different names or different combinations of his name or surname for acquiring or subscribing for its securities; or
  3. Otherwise induces directly or indirectly a Company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.

NOTE: All communications in connection with application should be addressed to the company at its Registered office, giving the name of the first applicant serial number of the application form and the number of shares applied for and the Cheque No. and name of the Bank and its branch where it is payable.

 


Counter Foil
---------------------LIMITED
Registered Office:, --------


Application No. 1


Received from                                                                  No. of Equity shares applied for
 

Mr/Ms/Mrs.                                                                     In figure : shares
Address:                                                                          In words : only
                                                                                        Amount paid (in Rs)
                                                                                        In words

                                                                                        In Cash
    




Thanks & Regards,
Meetesh Shiroya



 

5 comments:

  1. Very well drafted and effective.
    thanks for the support and keep updating

    ReplyDelete
  2. thank you so much
    and try to share word format also

    ReplyDelete
  3. I'm impressed with your blog that has given the best information...! Here you can find about the Process, and Benefits of Preferential Allotment of Shares here. Do not confuse the Procedure for Preferential Allotment of Shares as both hold different meanings and concepts as well. By Clicking on the given link. https://rta.saginfotech.com/blog/preferential-allotment-of-shares-process-benefits/

    ReplyDelete