How do I enable and use the Private Placement Automation Feature?

How do I enable and use the Private Placement Automation Feature?


Note: This feature is a Beta Version and available for Equity and Preference Share issue at this juncture. The process starts with creation of a Board Meeting for approval of the issue of shares by private placement, then the shareholder meeting approval and lastly the circular resolution or Board Meeting for approval of allotment of shares, on receipt of the consideration amount.

Pre-Requisites to derive the complete benefit of the feature:
Ensure that:
1. The MGT-1 Register is updated, if not maintained by your RTA and the Register of Contracts with related party and Contracts and Bodies etc. in which directors are interested in MBP-4 is being maintained in BLISS. Refer: https://desk.zoho.com/portal/cimplyfive/en/kb/articles/how-to-update-registers 
2. The Register of Directors is updated in BLISS including the interest in other entities (Part C) and shareholding details of the Directors(Part B): https://desk.zoho.com/portal/cimplyfive/en/kb/articles/how-to-generate-auto-filled-mbp-1-and-dir-8 
3. Financial Information Page under Company Data is updated. Refer: https://desk.zoho.com/portal/cimplyfive/en/kb/articles/how-do-i-enter-various-information-relating-to-financials-of-the-company 
4. Dividend Master, Auditor Details, Administrator Details (Compliance Officer), Company Profile Page (with details of the Share Transfer Agent, if any) under Company Data are updated.
Refer: Dividend Master https://desk.zoho.com/portal/cimplyfive/en/kb/cimplyfive-corporate-secretarial-services-pvt-ltd-blissplus/creation-of-master-data-in-bliss/dividend-master
Auditor Details:https://desk.zoho.com/portal/cimplyfive/en/kb/articles/how-do-i-capture-various-details-with-respect-to-the-appointment
Compliance Officer: https://desk.zoho.com/portal/cimplyfive/en/kb/cimplyfive-corporate-secretarial-services-pvt-ltd-blissplus/creation-of-master-data-in-bliss/administrator-s-details 
5. Fill in the details of the Registrar and Share Transfer Agent, if any in the Company Profile Page: https://desk.zoho.com/portal/cimplyfive/en/kb/articles/how-do-i-edit-a-company-s-master-information 

Documents that will be auto-generated as part of this automation: 
1. PAS-4 (Offer document), PAS-5 (list of allottees) and PAS-3 (Return of Allotment) along with the Agenda/Minutes and Attendance Registers of the Meetings where the approval is taken.
2. Auto-fill of MGT-1 Register with new Allottees.

Step 1: When you log into BLISS, you will land on your portfolio page, as shown below. Click on the company you want to initiate the Private Placement procedure.
 

Step 2: 
In case of a pre-drafted meetings: 
Navigate to the records page and click on the Meeting Agenda for which you want to add the proposal for Private Placement. Click on the desired Meeting and then click on ‘Agenda’.



In case of a New Meeting:
Click on ‘New Agenda’, Board Meeting and select the Sub-Meeting Type from the options available. Click on Save and then on Meeting details to fill in the required information.

Note: You can also replicate older Meetings to get started: refer: https://desk.zoho.com/portal/cimplyfive/en/kb/articles/how-to-replicate-an-agenda-from-records-page 
 
Step 3: Add an Agenda Item “Proposal for Private Placement” using the search bar from the repository of resolutions on the top left corner. Click on the arrow button against the item and set it at the desired position. A message will be displayed to begin filling in the details of the proposed allottees for the private placement. 
 
Info: In case the proposed allottee is an existing member, you can auto- fill their basic information using their folio/demat account No OR their PAN.


Step 4: Enter the details as shown below and click on Save. Once Saved, you can access this information in the data sheet icon
"  ” for this agenda item at any time for further edits. Upload the latest 2 AOC-4 forms filed either from your device or stored in the records page if it was previously submitted in BLISS. Click on the ‘PAS-4’ or ‘PAS-5’ button to generate these documents in word format.



 




Note: Individual offer letters in PAS-4 can be generated by clicking on option 'a'. 
Note : The font size and style will apply for the PAS-4 and 5 generated as per those specified under the ‘Settings’ Page under Company Data accessible only by the Admin of the Company  Refer: https://desk.zoho.com/portal/cimplyfive/en/kb/articles/how-do-i-set-font-size-and-other-document-formatting-in-bliss 
Info: Take note of the serial No of the Meeting and its date before the next step.
Step 5: Repeat the same Process from Step 2 and prepare the Agenda for approval of this proposal in the Shareholders Meeting by selecting the appropriate type of Meeting ‘AGM’ or ‘EGM’. Use the item from the search panel called ‘Issue of shares to New Investors (Private Placement)’.
 
 


Click on ok when the pop up message is displayed and enter the serial no and date of Board meeting created for the initial proposal. The details of the allottees will auto-fill and you may make any further edits and click on save. You can generate the Final PAS-4 and PAS-5 documents in word format by clicking on those buttons.
 
 
 

Info: Take note of the Shareholder Meeting date and the serial no of the meeting.
Step 6: Once the shareholder approval has been obtained, the offer document in PAS-4 generated has been circulated to all the proposed allottees and their applications with consideration due has been received, you can now create the resolution for allotment of these shares. 
Click on ‘Minutes’ and select Circular resolution- Board Meeting OR click on ‘New Agenda’ and Board Meeting to create a Board Agenda for the allotment, as in Step 3.


Step 7: In the assisted search bar on the left corner, search for ‘Allotment by Private Placement’. Click on the arrow against the item and set the item at the desired position in case of a Board Agenda and drag / drop the item into the center in case of a circular resolution.


  
A message will be displayed to begin filling in the details of the allottees for the private placement. 
 
Step 8: Click on ok when the pop up message is displayed and enter the serial no and date of Shareholder meeting created in Step 5. The basic details of the allottees will be auto-filled, enter the remaining details using horizontal scroll bar and click on Save. Once Saved, you can access this information in the data sheet icon “” for this agenda item at any time for edits.
 


Click on save for the Agenda or circular resolution and enter the meeting details or the circular publish date and approval date. 
Info: The MGT-1 – Register of Members will be auto filled with the details of this allotment for both the new allotees and the existing members. Any edits made to the allotees in the allotment resolution sheet will also be made to the corresponding register entry.

Step 9: Update the new Capital Structure post allotment in the ‘Financial Information’ page to reflect the post issue share capital in PAS-3 return . 

Step 10: Navigate to the ‘Returns’ Page and click on download under the pre-fill section for ‘PAS-3 Return of Allotment (Private Placement). This will auto generate the pre-filled form with the details of the allotment for filing with the Ministry of Corporate Affairs.
 
Select the signing authority and their designation and click on Proceed. The PAS-3 pre-filled form will be downloaded.