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Private Placement 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 including the condition that the offer or invitation is made to not more than 50 or such higher number of persons as may be prescribed (excluding QIB’s and employees offered securities under ESOP) in a financial year.
PRIVATE PLACEMENT OFFER LETTER
General Information:
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Particulars |
Remarks |
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Name of the Company |
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Registered and Corporate office address of the Company
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Date of Incorporation |
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Business of the Company |
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Management of the Company |
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Management’s Perception of risk factors |
Internal Risk Factors:
We may be unable to sustain growth at historical levels. Also, we may not be able to implement our growth strategy successfully. Our inability to manage growth may have an adverse effect on our business and results of operations.
The loss of any key member of our management team may impair our ability to operate effectively and may have an adverse effect on our business.
Strong competition in our line of business of could decrease our market share and compel us to reduce our prices.
Our failure to obtain additional capital in future could adversely affect our ability to grow.
Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.
External Risk Factors:
Volatility in political, economic and social developments in India could adversely affect our business.
Financial instability in Indian financial markets could adversely affect our results of operations and financial condition.
Civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or otherwise adversely affect the Indian economy.
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Details of default
Statutory Dues
Debentures and Interest thereon
Deposits and Interest thereon
Loan from any Bank or Financial Institution and Interest thereon
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Details of the Compliance/ Nodal officer |
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Particulars of the Offer:
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Particulars |
Remarks |
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Date of passing of Board Resolution |
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Date of passing of resolution in the general meeting for authorizing the offer |
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Kind and class of security offered |
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Price of the security, including the premium amount |
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Justification of the price |
As per the Valuation Report |
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Details of the Valuer Name Address |
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Amount to be raised by way of securities |
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Terms of raising the securities |
Ranking paripassu with the existing equity shares |
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Offer Period |
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Purposes and objects of the offer |
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Contribution by the promoters or Directors either as the part of the offer or separately in furtherance of such objects |
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Principal terms of assets charged as security |
Not Applicable |
Disclosures with regards to Directors, Litigation, etc:
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Particulars |
Remarks |
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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
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Any pending litigation or legal action taken by any Ministry or Department of the Government or any statutory authority against the promoters of the Offeree Company during the last three financial years preceding the year of circulation of the offer letter
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Remuneration of Directors (Current Year and last three financial years) |
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Related Party Transaction entered by the Company during the last three financial years preceding the year of circulation of letter of offer including with regard to loans made or, guarantees given or securities provided |
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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
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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 preceding 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
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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
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Financial Position of the Company:
TABLE A
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Capital Structure |
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Particulars |
Amount in Rs. |
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Before the Current Offer Authorized Capital (__________ equity shares of Rs. 10 each) Subscribed Capital (______ equity shares of Rs. 10 each) Paid Up Capital (______ equity shares of Rs. 10 each)
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Size of the Present Offer |
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Paid Up Capital After the offer (________equity shares of Rs. 10 each) After Conversion of convertible instruments Share Premium Account Before the offer After the offer |
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TABLE B:
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Details of Existing Share Capital |
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Sr. No. |
Particulars |
Date of Allotment |
Total No. of Shares Allotted |
Nominal Value per Share (In Rs.) |
Price Per share (including premium amount) (In Rs.) |
Total Consideration |
Form of Consideration |
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Total |
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TABLE C:
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Particulars |
Remarks |
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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 |
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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) |
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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 |
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Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter |
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Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company |
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The Directors of the Company hereby declare that:
1) the company has complied with the provisions of the Act and the rules made thereunder;
2 ) 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;
3) 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.
By Order of the Board of Directors
For ____________________
____________
Director
DIN: ________________
Address: _______________
Date:
Place:
Attachment:
1. Annexure A - Board Resolution
2. Annexure B - Members Resolution
3. Annexure C - Valuation Report
