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Rule 14(2) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that A company shall not make a private placement of its securities unless the proposed offer of securities or invitation to subscribe securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations:Provided that in the explanatory statement annexed to the notice for the general meeting the basis or justification for the price (including premium, if any) at which the offer or invitation is being made shall be disclosedProvided further that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year.In the Companies Act 2013 YEAR has not been defined. Further section 2 (95) provides that words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996 shall have the meanings respectively assigned to them in those Acts.The word YEAR has also not been defined in the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996.Considering the above, views are sought if the approval of shareholders under the second proviso to Rule 14(2) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 needs to be taken on Financial year (defined in Companies Act 2013) basis or the said approval of shareholders can be taken on AGM to AGM basis or on calendar year basis.:

Private placement

Posted By: Manohar balwani 10 year(s) ago

This question has been closed if you want to answer,you have to re-open.


Expert    Ankit Singhi

it should be taken for 12 months

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