February 15, 2018
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Private placement consent: shareholder special resolution required with enhanced disclosures and procedural safeguards for securities offers.
A company must obtain a special resolution for each private placement offer and provide detailed disclosures in the explanatory statement and private placement offer cum application (Form PAS 4), including valuation and price justification, amount to be raised, use of proceeds, promoters' contribution, risk factors, defaults, litigation, regulatory inquiries, and nodal officer details. Offers are capped by the per security allottees limit with exclusions for qualified institutional buyers and employees; recordkeeping in Form PAS 5, allotment filing in Form PAS 3, and payment from subscriber bank accounts are mandated.