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<h1>Private placement rules: mandatory shareholder approval, limited recipients, prescribed forms and payment record requirements.</h1> Private placement requires prior shareholder approval by special resolution with an explanatory statement disclosing offer particulars, securities, pricing basis, valuer, amount proposed, material terms and purposes; recipients are limited to two hundred persons per financial year per class of security excluding qualified institutional buyers and employee schemes; Form PAS-4 offer letters must be serially numbered and addressed, payments must come from subscribers' bank accounts, records maintained in Form PAS-5 and allotment return filed in Form PAS-3 with full particulars of allottees; specified exemptions and foreign-investment approval requirements apply.