Template Description

This "Form PAS-4 " template is a detailed and structured 11-page MS Word document designed as a Private Placement Offer cum Application Letter, required under Section 42 of the Companies Act, 2013, and Rule 14(3) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The template caters to companies engaging in private placement of securities and is essential for legal compliance. It is suitable for companies, company secretaries, and legal professionals.

Understanding Form PAS-4

Terminologies:

1. 'Private Placement': The issuance of securities to a select group of investors as prescribed under the Companies Act, 2013.
2. 'PAS-4': A statutory form mandated for documenting private placement offers and application letters.
3. 'Valuation Report': A document prepared by a registered valuer to justify the pricing of securities.

Key Sections of the Template:

General Information:

• Includes company details like name, CIN, incorporation date, registered office address, and management structure.

Offer Details:

• Provides information on the type, number, and price of securities offered.
• Justification for pricing and reference to the valuation report.

Financial Position:

• Outlines the company’s financial performance for the last three years, including profits, dividends, and audited cash flow statements.

Allottee Information:

• Lists the names and shareholding details of the proposed allottees post-issue.

Declaration by Directors:

• Confirms compliance with the Companies Act, 2013, and the intended use of raised funds.

Procedure for Using the Template:

Customization:

• Fill in the company-specific details, including CIN, directors’ names, and financial data.

Valuation and Pricing:

• Include a valuation report prepared by a registered valuer to justify the offer price.

Compliance Confirmation:

• Ensure all required attachments, such as board and general meeting resolutions, are included.

Signatures and Filing:

• The form must be signed by an authorized director and submitted to the Registrar of Companies (RoC) along with other necessary filings.

Key Considerations:

• Ensure the form aligns with the latest amendments to the Companies Act, 2013.
• Retain copies of all resolutions and valuation reports for future reference.
• Verify that the offer adheres to private placement limits and restrictions under the law.

Conclusion

The Form PAS-4 template is an indispensable tool for companies undertaking private placement of securities. It streamlines the compliance process, ensures transparency, and provides a robust framework for documenting essential details related to the offer. By using this template, businesses can maintain regulatory compliance and foster trust among investors.