PROCEDURE OF PRIVATE PLACEMENT – UNLISTED COMANIES

1. Complete the allotment under previous private placement.
2. Hold Board Meeting;
   • To grant in-principle approval for issue of securities on private placement basis;
   • To identify persons to whom securities be allotted;
   • To approve draft private placement offer letter and record of  private placement;
   • To open separate bank account for receiving money;
   • To approve notice of GM for approval of members;
   • To authorize company secretary to send notice along with explanatory statement to all the members atleast 21 clear days before the general meeting.

3. Confirm whether Letters from all proposed allotees giving consent to subscribe the issue are received or not.

4. Prepare the List of allotees along with all the required details as per the format prescribed under the Form PAS-5.

5. Hold General Meeting and pass special resolution along with resolutions to approve the offer letter and authorize an officer of the company to give effect to the Private Placement.

6. File MGT-14 along with special resolution and explanatory statement.

7. Dispatch private placement offer letter along with application form to the proposed allotees within 30 days of recording name of allottees.

8. Receive application money against issue of securities in bank account opened in scheduled bank.

9. Hold Board Meeting for Allotment of Securities and allot securities within 60 days of receiving application money.

10. File Form PAS-3 within 15 days of the allotment of securities along with Special Resolution and List of allotees.

11. In case company failed to allot the securities within 60 days it shall refund the application money within 15 days without interest and after the expiry of 15 days with interest @12%PA from the 60^th day and in case the company unable to repay within 75 days such application money shall be deemed to be a public deposits.

12. Issue corresponding Share Certificates; make respective entries in Register of Members along with confirming the Distinctive numbers and Certificate Numbers of the Shares allotted.