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CCPS MCA Filing Documents

Pre-Seed Round 2 - Documentation Package

OX Agry Private Limited​

CIN: U01100TN2022PTC149276

Overview​

This folder contains all the legal and regulatory documents required for issuing Compulsorily Convertible Preference Shares (CCPS) and filing the necessary forms with the Ministry of Corporate Affairs (MCA) and Reserve Bank of India (RBI).

Document List​

#Document NamePurposeWhen to Use
00MCA Filing ChecklistComplete step-by-step guideSTART HERE - Read first
01Board Resolution - CCPS IssuanceBoard approval for CCPSBefore shareholder meeting
02CCPS Subscription AgreementLegal agreement with investorsFor each investor
03Shareholder Special ResolutionShareholder approval via EGMBefore issuing offer letters
04List of Allottees - PAS-3Template for MCA filingAttach to Form PAS-3

Quick Start Guide​

Step 1: Read the Checklist​

📋 Start with: 00-mca-filing-checklist.md

This comprehensive guide contains:

  • Complete step-by-step process
  • Timeline and deadlines
  • Required documents
  • Common mistakes to avoid
  • Penalties for non-compliance

Step 2: Convene Board Meeting​

📄 Use: 01-board-resolution-ccps-issuance.md

Actions:

  • Fill in all bracketed [Insert ...] fields
  • Conduct Board Meeting
  • Pass all resolutions
  • Sign and maintain minutes
  • Have it reviewed by Company Secretary

Step 3: Conduct Shareholder Meeting (EGM)​

📄 Use: 03-shareholder-special-resolution.md

Actions:

  • Send EGM notice (21 clear days in advance)
  • Conduct EGM
  • Pass Special Resolutions (75% majority)
  • Record attendance and voting results
  • Sign and maintain minutes

Step 4: Execute Subscription Agreements​

📄 Use: 02-ccps-subscription-agreement.md

Actions:

  • Customize for each investor
  • Fill in all bracketed [Insert ...] fields
  • Execute with wet signatures and witnesses
  • Exchange signed copies
  • Store original agreements safely

Step 5: After Allotment - File with MCA​

📄 Use: 04-list-of-allottees-pas3.md

Actions:

  • Fill in actual allottee details
  • Prepare CA/CS certificate
  • File Form PAS-3 on MCA portal
  • Deadline: 15 days from allotment

Important Notes​

⚠️ These are Templates​

  • All documents contain [Insert ...] placeholders
  • You must fill in all bracketed information with actual details
  • Do not file these documents as-is

⚠️ Professional Review Required​

Before execution and filing, have these documents reviewed by:

  • Company Secretary - for MCA compliance
  • Chartered Accountant - for financial and tax implications
  • Legal Counsel - for legal validity and enforceability

⚠️ Keep Everything Confidential​

These documents contain sensitive business information:

  • Share them only with authorized persons
  • Maintain confidentiality during the process
  • Store executed documents securely

Customization Required​

Information to Fill In​

You will need to provide the following information throughout the documents:

Company Information​

  • Director DINs
  • Company Secretary name and membership number
  • Authorized bank account details
  • Date and time of meetings

Investor Information (for each investor)​

  • Full legal name
  • PAN, Aadhaar/Passport, address
  • Email and mobile number
  • Investment amount
  • Number of CCPS subscribed
  • Bank account details
  • Payment UTR reference

Valuation Information (if applicable)​

  • Valuer name and registration number
  • Valuation report date
  • Valuation amount

Meeting Details​

  • Board meeting dates and times
  • EGM date and time
  • Allotment date

MCA Filing Timeline​

StepDocumentDeadline
1Board ResolutionBefore EGM
2EGM Notice21 clear days before EGM
3EGM & Special ResolutionsBefore offer letters
4File MGT-14 (if required)Within 30 days of EGM
5Issue Offer Letters (PAS-4)After EGM approval
6Receive PaymentsAs per offer letter
7Board Meeting - AllotmentAfter payment receipt
8File Form PAS-3Within 15 days of allotment ⚠️
9File FC-GPR with RBI (if NRI/FPI)Within 30 days of receipt ⚠️

⚠️ = Statutory deadlines with penalties

Documents NOT Included (You Need to Prepare)​

The following documents are not included in this package but are required:

  1. Form PAS-4 (Private Placement Offer Letter)

    • MCA prescribed format
    • To be issued to each investor
    • Must be maintained in Form PAS-5

  2. Form PAS-5 (Record of Private Placement)

    • Excel/register format
    • Record of offers made and acceptances received
    • Required attachment for PAS-3

  3. Valuation Report

    • From IBBI-registered valuer (if obtained)
    • Required if pricing differs from face value
    • Required for conversion without qualified financing

  4. CA/CS/CMA Certificate for PAS-3

    • Required for Form PAS-3 filing
    • Must be digitally signed by certifying professional

  5. KYC Documents

    • Investor PAN card
    • Investor Aadhaar/Passport
    • Address proof
    • Bank account proof
    • Cancelled cheque

  6. Bank Statements

    • Showing receipt of CCPS subscription amounts
    • Required for PAS-3 attachment

  7. Share Certificates

    • To be issued within 2 months of allotment
    • Physical or demat format

Folder Structure​

mca-filing-documents/
│
├── README.md (This file - Start here)
├── 00-mca-filing-checklist.md (Complete guide)
├── 01-board-resolution-ccps-issuance.md
├── 02-ccps-subscription-agreement.md
├── 03-shareholder-special-resolution.md
├── 04-list-of-allottees-pas3.md
│
└── [To be added by you:]
    ├── executed/
    │   ├── board-resolution-executed.pdf
    │   ├── shareholder-resolution-executed.pdf
    │   ├── subscription-agreements/
    │   │   ├── investor-1-agreement.pdf
    │   │   ├── investor-2-agreement.pdf
    │   │   └── ...
    │   └── allotment-letters/
    │
    ├── mca-filings/
    │   ├── PAS-3-SRN-[Number].pdf
    │   ├── MGT-14-SRN-[Number].pdf (if applicable)
    │   └── FC-GPR-acknowledgment.pdf (if NRI/FPI)
    │
    ├── valuation/
    │   └── valuation-report.pdf (if applicable)
    │
    └── kyc-documents/
        ├── investor-1/
        ├── investor-2/
        └── ...

Support and Resources​

MCA Resources​

RBI Resources​

Internal​

Checklist Before You Start​

Before proceeding with CCPS issuance, ensure:

  • ☐ Company has sufficient authorized CCPS capital (₹2 Crore authorized)
  • ☐ No default in ROC filings
  • ☐ Company is not prohibited from accessing securities market
  • ☐ Directors have valid DIN and DSC
  • ☐ Company Secretary appointed (or engage one)
  • ☐ Engage CA for certification
  • ☐ Engage legal counsel for review
  • ☐ Open designated bank account (if required)
  • ☐ Identify and KYC all potential investors
  • ☐ All previous MCA filings are up to date

FAQs​

Q1: Can I use these documents as-is?​

A: No. These are templates. You must fill in all bracketed information and have them reviewed by professionals.

Q2: Do I need a valuation report?​

A: Optional for private placement at face value. However, recommended for:

  • Strengthening the documentation
  • Required if conversion happens without qualified financing by December 31, 2027

Q3: What if I miss the PAS-3 filing deadline?​

A: Penalty of ₹1,000 per day (max ₹25 Lakh). File as soon as possible with additional fees.

Q4: Can NRIs invest in CCPS?​

A: Yes, subject to:

  • FEMA compliance
  • Sectoral caps
  • RBI approval (if required)
  • Filing FC-GPR within 30 days

Q5: Can I allot CCPS in tranches?​

A: Yes, you can allot in one or more tranches, provided:

  • All allotments completed within 12 months of shareholder approval
  • PAS-3 filed within 15 days of each allotment

Q6: What is the conversion multiplier?​

A: A tiered bonus structure for early investors:

  • Tranche 1 (first ₹50L): 1.5x
  • Tranche 2 (next ₹50L): 1.33x
  • Tranche 3 (final ₹1Cr): 1.25x

Allocation is first-come, first-served across the entire ₹2 Cr pool.

Version Control​

VersionDateChangesAuthor
1.0[Date]Initial package created[Name]

Next Steps​

  1. ✅ Read the complete 00-mca-filing-checklist.md
  2. ✅ Engage professionals (CS, CA, Legal Counsel)
  3. ✅ Customize all template documents
  4. ✅ Review with professionals
  5. ✅ Execute the process as per checklist
  6. ✅ File with MCA within deadlines
  7. ✅ Maintain proper records

Contact for Support​

For questions or clarifications regarding these documents:

Email: investments@oxagry.com Subject Line: CCPS MCA Filing - [Your Query]

These documents are templates for informational and planning purposes only. They do not constitute legal, financial, or professional advice. OX Agry Private Limited must engage qualified professionals including a Company Secretary, Chartered Accountant, and Legal Counsel to ensure compliance with all applicable laws and regulations.

The templates are based on the Companies Act, 2013, FEMA regulations, and MCA guidelines as understood at the time of creation. Laws and regulations may change. Always verify current requirements before proceeding.

By using these templates, you acknowledge that you will seek appropriate professional advice and that OX Agry Private Limited and the document authors are not liable for any errors, omissions, or consequences arising from the use of these templates.

Document Package Version: 1.0 Created: [Date] For: Pre-Seed Round 2 CCPS Issuance Amount: Up to ₹2 Crore

End of README