STEP-BY-STEP OF PRIVATE PLACEMENT PROCEDURE

1.??????Companies shall give prior intimation to the stock exchange about the meeting of the Board of Directors in which the proposal for the issue of securities through Private Placement is due to be considered at least 2 working days in advance, excluding the date of intimation and date of the meeting. (In Case of Listed).

2.??????Issue Notice of Board Meeting to all the Directors of the Company at their addresses registered with the Company, at least 7 days before the date of the Board Meeting. A shorter notice can be issued in case of urgent business.

3.??????Attach Agenda, Notes to Agenda, and Draft Resolution with the Notice.

4.??????Hold a meeting of the Board of Directors of the Company and pass the necessary Board Resolution:–

i)??????To consider and approve the issue of securities through private placement.

ii)????To approve Private Placement Offer Letter.

iii)??to identify the group of persons to whom Private Placement shall be made.

iv)??to fix the day, date, time, and venue for holding the General Meeting of the Company.

v)????to approve the draft notice of the General Meeting along with an explanatory statement annexed to the notice as per the requirement of Section 102 of the Companies Act, 2013.

vi)??to authorize the Director or Company Secretary to sign and issue notice of the General Meeting and to do such acts, deeds, and things as may be necessary to give effect to the Board’s decision.

5.??????Listed Company shall submit the outcome of the Board Meeting within the timelines specified therein from the conclusion of the Board Meeting and post the same on the website of the Company within 2 working days

6.??????Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments.

7.??????Company shall file a copy of the Board Resolution to ROC in Form MGT-14 within 30 days of passing of the resolution in the Board Meeting.

8.??????Obtain Shareholders’ Approval: ?(a)By Convening a General Meeting, OR ;(b).By Passing a Resolution by Postal Ballot

9.??????Notice of General Meeting (Section 96,100 & SS-2) shall be given at least clear 21 days before the actual date of a General Meeting in writing, by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means or a Shorter Notice can be issued with the consent of at least majority in number and 95% of such part of the paid-up share capital of the company giving a right to vote at such a meeting in accordance with Section 101.

10.??Notice will be sent to all the Directors, Members, Auditors of the Company, Secretarial Auditor, Debenture Trustees, and to others who are entitled to receive the notice of the General Meeting.

11.??Notice should specify the day, date, time, and full address of the venue of the Meeting and include a statement on the business to be transacted at the Meeting.

12.??Hold the General Meeting on a fixed day and pass Special Resolution for the issue of securities through Private Placement.

13.??Companies shall disclose the proceedings of the General Meeting to the Stock Exchange within 24 hours from the conclusion of the General Meeting. The same shall be posted on the company's website within 2 working days (In case of Listed).

14.??Listed Companies shall submit to the stock exchange the details of the voting results within two working days from the conclusion of the meeting and post the same on the website of the Company.

15.??Company shall open a separate Bank Account in a Scheduled Bank for keeping the monies received on the application.

16.??Private Companies which has not allotted shares in demat format shall issue the certificate of shares allotted in Form SH-1 within a period of 2 months from the date of allotment to the respective shareholders after payment of stamp duty to the respective state Government. And Private Companies which has not allotted Debentures in demat format shall issue and deliver the debentures certificates within a period of 6 months from the date of allotment.