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Section 42 - Issue of shares on private placement basis. - Companies Act, 2013Extract ..... issue private placement offer and application in such form and manner as may be prescribed to identified persons, whose names and addresses are recorded by the company in such manner as may be prescribed: Provided that the private placement offer and application shall not carry any right of renunciation. Explanation I.-"private placement" means any offer or invitation to subscribe or issue of securities to a select group of persons by a company (other than by way of public offer) through private placement offer-cum-application, which satisfies the conditions specified in this section. Explanation II.-"qualified institutional buyer" means the qualified institutional buyer as defined in the Securities and Exchange Board of ..... x x x x x Extracts x x x x x Section 42 - Issue of shares on private placement basis. - Companies Act, 2013 x x x x x Extracts x x x x x ..... may, at any time, make more than one issue of securities to such class of identified persons as may be prescribed. (6) A company making an offer or invitation under this section shall allot its securities within sixty days from the date of receipt of the application money for such securities and if the company is not able to allot the securities within that period, it shall repay the application money to the subscribers within fifteen days from the expiry of sixty days and if the company fails to repay the application money within the aforesaid period, it shall be liable to repay that money with interest at the rate of twelve per cent. per annum from the expiry of the sixtieth day: Provided that monies received on application under this sec ..... x x x x x Extracts x x x x x Section 42 - Issue of shares on private placement basis. - Companies Act, 2013 x x x x x Extracts x x x x x ..... interest as specified in sub-section (6) to subscribers within a period of thirty days of the order imposing the penalty. (11) Notwithstanding anything contained in sub-section (9) and sub-section (10), any private placement issue not made in compliance of the provisions of sub-section (2) shall be deemed to be a public offer and all the provisions of this Act and the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) shall be applicable.] ******************** Notes:- 1. Substituted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 07-08-2018, before it was read as, Offer or invitation for subscription of securities on private placement 42. (1) Withou ..... x x x x x Extracts x x x x x Section 42 - Issue of shares on private placement basis. - Companies Act, 2013 x x x x x Extracts x x x x x ..... as amended from time to time. (ii) "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. (3) No fresh offer or invitation under this section shall be made unless the allotments with respect to any offer or invitation made earlier have been completed or that offer or invitation has been withdrawn or abandoned by the company. (4) Any offer or invitation not in compliance with the provisions of this section shall be treated as a public offer and all provisions of this Act, and the Securities Contracts (Regulation ..... x x x x x Extracts x x x x x Section 42 - Issue of shares on private placement basis. - Companies Act, 2013 x x x x x Extracts x x x x x ..... may be prescribed and complete information about such offer shall be filed with the Registrar within a period of thirty days of circulation of relevant private placement offer letter. (8) No company offering securities under this section shall release any public advertisements or utilise any media, marketing or distribution channels or agents to inform the public at large about such an offer. (9) Whenever a company makes any allotment of securities under this section, it shall file with the Registrar a return of allotment in such manner as may be prescribed, including the complete list of all security-holders, with their full names, addresses, number of securities allotted and such other relevant information as may be prescribed. (10) If a ..... x x x x x Extracts x x x x x Section 42 - Issue of shares on private placement basis. - Companies Act, 2013 x x x x x Extracts x x x x x
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