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MCA FILING CHECKLIST & GUIDELINES

FOR CCPS ISSUANCE - PRE-SEED ROUND 2

OX Agry Private Limited​

CIN: U01100TN2022PTC149276

OVERVIEW​

This document provides a comprehensive checklist and step-by-step guidelines for issuing CCPS and filing the necessary forms with the Ministry of Corporate Affairs (MCA) and Reserve Bank of India (RBI).

TABLE OF CONTENTS​

  1. Pre-Issuance Checklist
  2. During Issuance Process
  3. Post-Allotment MCA Filings
  4. FEMA Compliance (if applicable)
  5. Timeline Summary
  6. Document Repository
  7. Common Mistakes to Avoid
  8. Penalties for Non-Compliance

PRE-ISSUANCE CHECKLIST​

STEP 1: Board Meeting - Appointment of Valuer (Optional)​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Convene Board Meeting
  • ☐ Appoint IBBI-registered valuer / SEBI Category-I merchant banker / qualified CA
  • ☐ Pass Board Resolution for appointment
  • ☐ Issue appointment letter to valuer

Documents Required:

  • ☐ Notice of Board Meeting
  • ☐ Board Resolution (Valuer Appointment)
  • ☐ Valuer's consent letter
  • ☐ Valuer's certificate of registration

Timeline: Before issuing offer letters Responsible: Board of Directors

Status: ☐ Pending ☐ In Progress ☐ Completed ☐ Not Applicable

Actions:

  • ☐ Provide necessary information to valuer
  • ☐ Receive valuation report
  • ☐ Review valuation report
  • ☐ Board approval of valuation

Documents Required:

  • ☐ Valuation Report (signed and sealed by registered valuer)
  • ☐ Valuer's certificate of registration
  • ☐ Basis of valuation methodology

Timeline: 15-30 days typically Responsible: Appointed Valuer

Note: While optional for private placements, a valuation report strengthens the filing and is required if conversion happens without a qualified financing by the deadline.

STEP 3: Board Meeting - Approval of CCPS Issuance​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Convene Board Meeting (minimum 7 days' notice)
  • ☐ Approve CCPS issuance up to ₹2 Crore
  • ☐ Approve draft Offer Letter (Form PAS-4)
  • ☐ Approve terms and conditions
  • ☐ Approve convening of EGM
  • ☐ Record minutes
  • ☐ Sign Board Resolution

Documents Required:

  • ☐ Notice of Board Meeting
  • ☐ Board Resolution - CCPS Issuance (Document: 01-board-resolution-ccps-issuance.md)
  • ☐ Draft Private Placement Offer Letter (Form PAS-4)
  • ☐ Draft CCPS Subscription Agreement
  • ☐ Minutes of Board Meeting

Timeline: Before sending EGM notice Responsible: Board of Directors Document: 01-board-resolution-ccps-issuance.md

STEP 4: Extra-Ordinary General Meeting (EGM) - Shareholder Approval​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Issue EGM Notice (minimum 21 clear days' notice)
  • ☐ Prepare Explanatory Statement (Section 102)
  • ☐ Send notice to all shareholders
  • ☐ Conduct EGM (in-person or VC/OAVM)
  • ☐ Pass Special Resolutions (75% majority required)
  • ☐ Record minutes
  • ☐ Sign Shareholder Resolution

Special Resolutions Required:

  1. ☐ Resolution 1: Approval for CCPS issuance
  2. ☐ Resolution 2: Amendment to Articles of Association
  3. ☐ Resolution 3: Authorization of signatories

Documents Required:

  • ☐ EGM Notice (21 clear days)
  • ☐ Explanatory Statement (Section 102)
  • ☐ Shareholder Resolution (Document: 03-shareholder-special-resolution.md)
  • ☐ Attendance Sheet
  • ☐ Proxy Forms (if any)
  • ☐ Minutes of EGM
  • ☐ Voting results

Timeline: Minimum 21 clear days' notice + meeting day Responsible: Board of Directors & Shareholders Document: 03-shareholder-special-resolution.md

STEP 5: File MGT-14 (if required)​

Status: ☐ Pending ☐ In Progress ☐ Completed ☐ Not Applicable

Actions:

  • ☐ Prepare Form MGT-14
  • ☐ Attach certified true copy of Special Resolutions
  • ☐ Digital signature by Director and Company Secretary
  • ☐ File with ROC within 30 days of EGM

Documents Required:

  • ☐ Form MGT-14
  • ☐ Certified copy of Special Resolutions
  • ☐ Notice of EGM
  • ☐ Attendance Sheet

Timeline: Within 30 days of passing Special Resolution Responsible: Company Secretary MCA Form: MGT-14

Note: Check if MGT-14 filing is required based on recent MCA notifications. As of current regulations, certain resolutions under Section 62 may be exempt.

DURING ISSUANCE PROCESS​

STEP 6: Issue Private Placement Offer Letters​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Identify potential investors
  • ☐ Complete KYC for all investors
  • ☐ Issue Private Placement Offer Letter in Form PAS-4
  • ☐ Maintain record in Form PAS-5
  • ☐ Obtain signed acceptances from investors
  • ☐ Record date and time of each offer and acceptance

Documents Required:

  • ☐ Form PAS-4 (Private Placement Offer Letter) for each investor
  • ☐ Form PAS-5 (Record of offers and acceptances)
  • ☐ KYC documents from investors (PAN, Aadhaar/Passport, Address proof, Bank statement)
  • ☐ Investor acceptance letters

Timeline: After shareholder approval, valid for subscription for prescribed period Responsible: Managing Director / Authorized Signatory

Key Requirements:

  • Maximum 200 investors in a financial year
  • Offer must be made to identified persons only
  • Offer letter must contain all prescribed particulars

STEP 7: Execute CCPS Subscription Agreements​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Customize subscription agreement for each investor
  • ☐ Send draft agreement to investor for review
  • ☐ Incorporate any agreed changes
  • ☐ Execute agreement (wet signatures with witnesses)
  • ☐ Exchange executed copies
  • ☐ Store original signed agreements

Documents Required:

  • ☐ CCPS Subscription Agreement (Document: 02-ccps-subscription-agreement.md) - for each investor
  • ☐ Annexures (Board Resolution, Shareholder Resolution, etc.)
  • ☐ Investor KYC documents

Timeline: Before receiving payment Responsible: Managing Director & Investor Document: 02-ccps-subscription-agreement.md

STEP 8: Receive Subscription Payments​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Open designated bank account (if required)
  • ☐ Share bank details with investors
  • ☐ Receive payments via RTGS/NEFT
  • ☐ Record payment details (UTR, date, amount, investor name)
  • ☐ Issue payment receipts
  • ☐ Prepare bank statement showing all receipts

Documents Required:

  • ☐ Bank account details
  • ☐ Payment receipts / acknowledgments
  • ☐ Bank statement showing all CCPS subscription receipts
  • ☐ UTR reference numbers

Timeline: As per subscription agreement (typically within 15 days of offer acceptance) Responsible: Managing Director / Authorized Signatory

Key Points:

  • Payments must be received in the company's bank account only (no cash)
  • Maintain clear audit trail for each payment
  • Match payment to specific investor and offer

STEP 9: Board Meeting - Allotment of CCPS​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Convene Board Meeting
  • ☐ Verify receipt of all subscription amounts
  • ☐ Approve allotment of CCPS to specific investors
  • ☐ Determine folio numbers
  • ☐ Approve tranche allocation for each investor
  • ☐ Pass Board Resolution for allotment
  • ☐ Record minutes

Documents Required:

  • ☐ Notice of Board Meeting
  • ☐ Board Resolution - Allotment
  • ☐ List of allottees with details
  • ☐ Proof of payment received (bank statement)
  • ☐ Form PAS-5 (record of acceptances)
  • ☐ Minutes of Board Meeting

Timeline: After receipt of subscription amount, within 60 days of acceptance Responsible: Board of Directors

Key Points:

  • Allotment must be within 60 days of receiving application money
  • Cannot allot before receiving payment in full
  • Must verify FEMA compliance for NRI/FPI investors

STEP 10: Issue Allotment Letters & Update Records​

Status: ☐ Pending ☐ In Progress ☐ Completed

Actions:

  • ☐ Prepare Letter of Allotment for each investor
  • ☐ Send allotment letters to all investors
  • ☐ Update Register of Members
  • ☐ Update Register of CCPS
  • ☐ Make entries in books of accounts
  • ☐ Arrange for share certificate printing (within 2 months)

Documents Required:

  • ☐ Letter of Allotment (for each investor)
  • ☐ Updated Register of Members
  • ☐ Register of CCPS holders
  • ☐ Share certificates (physical or demat)

Timeline: Immediately after allotment Responsible: Company Secretary

POST-ALLOTMENT MCA FILINGS​

STEP 11: File Form PAS-3 (Return of Allotment)​

Status: ☐ Pending ☐ In Progress ☐ Completed

Filing Deadline:

  • ☐ Private Placement: Within 15 days of allotment
  • ☐ Other allotments: Within 30 days of allotment

Actions:

  • ☐ Prepare Form PAS-3
  • ☐ Prepare List of Allottees (Document: 04-list-of-allottees-pas3.md)
  • ☐ Obtain CA/CS/CMA certificate
  • ☐ Gather all attachments
  • ☐ Digital signature by Director
  • ☐ Digital signature by CA/CS/CMA
  • ☐ Upload form on MCA portal
  • ☐ Pay filing fees
  • ☐ Submit and obtain SRN

Documents to Attach:

  • ☐ List of Allottees (Document: 04-list-of-allottees-pas3.md)
  • ☐ Copy of Board Resolution approving allotment
  • ☐ Copy of Shareholder Resolution
  • ☐ Valuation Report (if obtained)
  • ☐ Contract/particulars if issued for consideration other than cash (N/A for this issue)
  • ☐ Form PAS-5 (Record of private placement)
  • ☐ CA/CS/CMA Certificate

MCA Form: PAS-3 Document: 04-list-of-allottees-pas3.md Processing: Auto-approved (STP) if all details correct

Late Filing Penalty:

  • Company: ₹1,000 per day (max ₹25 Lakh for private placement)
  • Officers in default: As applicable

STEP 12: File Amended Articles of Association (if required)​

Status: ☐ Pending ☐ In Progress ☐ Completed ☐ Not Applicable

Actions:

  • ☐ Prepare amended Articles incorporating CCPS terms
  • ☐ Obtain Board approval
  • ☐ File Form MGT-14 (if not already filed)
  • ☐ File Form SH-7 (alteration of share capital)

Timeline: As required by shareholder resolution Responsible: Company Secretary

FEMA COMPLIANCE​

Applicable if: Investors include NRIs, FPIs, or foreign entities

STEP 13: File Form FC-GPR with RBI​

Status: ☐ Pending ☐ In Progress ☐ Completed ☐ Not Applicable

Filing Deadline: Within 30 days of receipt of funds

Actions:

  • ☐ Determine if CCPS are classified as "equity" under FEMA (consult RBI regulations)
  • ☐ Register on FIRMS portal (if not already registered)
  • ☐ Prepare Form FC-GPR
  • ☐ Attach required documents
  • ☐ Submit online via FIRMS portal
  • ☐ Obtain acknowledgment

Documents Required:

  • ☐ Form FC-GPR
  • ☐ Board Resolution
  • ☐ Shareholder Resolution
  • ☐ List of foreign investors
  • ☐ Valuation certificate (if pricing differs from FV)
  • ☐ CA certificate
  • ☐ Chartered Accountant certificate on pricing
  • ☐ Bank certificate (FIRC - Foreign Inward Remittance Certificate)

Portal: RBI FIRMS (https://firms.rbi.org.in) Timeline: Within 30 days of receipt of consideration Responsible: Managing Director / Authorized Signatory

Late Filing Penalty:

  • Penalties as per FEMA regulations
  • Can affect future foreign investment approvals

STEP 14: Annual FEMA Reporting (ongoing)​

Status: ☐ Pending ☐ In Progress ☐ Completed ☐ Not Applicable

Actions:

  • ☐ File Annual Return on Foreign Liabilities and Assets (FLA)
  • ☐ File Form FC-TRS on conversion of CCPS (when conversion happens)

Timeline: Annually by July 15 Responsible: Company Secretary / Finance Team

TIMELINE SUMMARY​

StepActionTimelineDeadline
1Board Meeting - Valuer AppointmentDay 0-
2Valuation Report15-30 days-
3Board Meeting - CCPS ApprovalDay 0Before EGM
4EGM NoticeMinimum 21 clear daysBefore EGM
5EGM - Shareholder ApprovalDay 21+Before issuance
6File MGT-14 (if req'd)Within 30 days of EGM⚠️ Statutory
7Issue Offer Letters (PAS-4)After EGMWithin validity
8Receive SubscriptionsAs per offerTypically 15 days
9Board Meeting - AllotmentAfter payment receiptWithin 60 days
10Issue Allotment LettersAfter allotmentImmediately
11File PAS-3After allotment15 days ⚠️
12File FC-GPR (if NRI/FPI)After receipt of funds30 days ⚠️
13Issue Share CertificatesAfter allotmentWithin 2 months
14Complete Process-Within 12 months of EGM

⚠️ = Statutory deadline with penalties for delay

DOCUMENT REPOSITORY​

All documents for MCA filing are organized in this folder:

docs/investments/pre-seed-round-2/mca-filing-documents/
│
├── 00-mca-filing-checklist.md (This document)
├── 01-board-resolution-ccps-issuance.md
├── 02-ccps-subscription-agreement.md
├── 03-shareholder-special-resolution.md
├── 04-list-of-allottees-pas3.md
│
└── [Additional documents to be added:]
    ├── Form-PAS-4-offer-letter.pdf (per investor)
    ├── Form-PAS-5-record-of-offers.xlsx
    ├── Valuation-Report.pdf (if applicable)
    ├── CA-Certificate-PAS3.pdf
    ├── Bank-Statement-CCPS-Receipts.pdf
    └── Share-Certificates.pdf

COMMON MISTAKES TO AVOID​

1. Timing and Procedural Errors​

❌ Mistake: Allotting CCPS before receiving payment ✅ Correct: Allot only after payment is received in full and cleared

❌ Mistake: Missing the 15-day PAS-3 filing deadline ✅ Correct: File PAS-3 within 15 days to avoid penalties

❌ Mistake: Completing entire process after 12 months from EGM ✅ Correct: Complete allotment within 12 months of passing Special Resolution

2. Documentation Errors​

❌ Mistake: Not maintaining Form PAS-5 (record of offers) ✅ Correct: Maintain detailed record in Form PAS-5 with dates and times

❌ Mistake: Incomplete or incorrect allottee details in PAS-3 ✅ Correct: Verify all details (PAN, address, amounts) before filing

❌ Mistake: Not attaching all required documents to PAS-3 ✅ Correct: Attach complete set: resolutions, list, valuation, PAS-5, certificate

3. Compliance Errors​

❌ Mistake: Issuing CCPS to more than 200 persons in a financial year ✅ Correct: Limit to 200 persons as per Section 42

❌ Mistake: Not filing FC-GPR within 30 days for NRI/FPI investors ✅ Correct: File FC-GPR within 30 days to avoid FEMA penalties

❌ Mistake: Allotting CCPS without shareholder approval ✅ Correct: Obtain Special Resolution from shareholders before allotment

❌ Mistake: Assuming all CCPS are "debt instruments" under FEMA ✅ Correct: Check RBI guidelines - fully convertible CCPS may be classified as equity

❌ Mistake: Not obtaining valuation when pricing differs from face value ✅ Correct: Obtain valuation from registered valuer, especially for foreign investment

❌ Mistake: Not checking sectoral caps for foreign investment ✅ Correct: Verify FDI policy and sectoral caps for your business

5. Share Capital Errors​

❌ Mistake: Issuing CCPS beyond authorized share capital ✅ Correct: Ensure sufficient authorized CCPS capital (currently ₹2 Crore authorized)

❌ Mistake: Not updating registers immediately after allotment ✅ Correct: Update Register of Members and CCPS register promptly

6. Conversion Terms Errors​

❌ Mistake: Not clearly documenting conversion mechanics in agreements ✅ Correct: Use detailed subscription agreement with clear conversion formulas

❌ Mistake: Forgetting to include anti-dilution provisions ✅ Correct: Include adjustments for stock splits, bonuses, etc.

PENALTIES FOR NON-COMPLIANCE​

MCA Penalties​

ViolationPenaltyOfficers in Default
Late filing of PAS-3 (Private Placement)₹1,000/day (max ₹25 Lakh)Yes - Penalty applicable
Non-filing of PAS-3₹1,000/day (max ₹25 Lakh) + Criminal liabilityYes - Imprisonment up to 6 months
Late filing of MGT-14₹100/day (company) + ₹100/day (officer)Yes
Violation of Section 42 (Private Placement)₹2 Lakh to ₹50 Lakh (company) + Individual penaltyYes - Imprisonment up to 3 years
Issuing shares without receiving paymentPenalty + Voidable sharesYes

FEMA Penalties​

ViolationPenalty
Non-filing / Late filing of FC-GPRUp to ₹1,00,000 per violation
Violation of FEMA provisionsUp to 3 times the sum involved
Contravention continuingAdditional ₹5,000/day

Other Consequences​

  • ROC Prosecution: Criminal proceedings against directors
  • Investor Issues: Investors may claim damages
  • Future Fundraising: Difficulty in raising funds due to non-compliance record
  • Due Diligence Red Flags: Issues during acquisitions or IPO

ROLES AND RESPONSIBILITIES​

RoleResponsibilities
Board of DirectorsApprove issuance, allotment, terms; convene EGM; authorize signatories
Managing DirectorExecute agreements, represent company, sign documents
Company SecretaryMCA filings, maintain registers, ensure compliances, coordinate with professionals
Chartered AccountantCertify PAS-3, valuation (if qualified), advise on taxation
Registered ValuerProvide valuation report (if engaged)
Legal CounselDraft/review agreements, advise on compliance, review resolutions

Engage the following professionals for smooth execution:

  1. Company Secretary (CS): For MCA filings and corporate compliance
  2. Chartered Accountant (CA): For certification, taxation, and financial advice
  3. Legal Counsel: For drafting and reviewing legal agreements
  4. Registered Valuer: For valuation report (if needed)
  5. FEMA Consultant: If foreign investors are involved

CONTACT INFORMATION​

MCA Resources​

RBI Resources​

Internal Contacts​

  • Managing Director: Vijay Maniraj - [Contact]
  • Company Secretary: [Name] - [Contact]
  • Investment Email: investments@oxagry.com

POST-ALLOTMENT ONGOING COMPLIANCE​

Annual Compliances​

  • ☐ File Annual Return (MGT-7) - Include CCPS details
  • ☐ File Financial Statements (AOC-4)
  • ☐ File FEMA Annual Return (FLA) - If foreign investors
  • ☐ Maintain updated registers

Event-Based Compliances​

  • ☐ Transfer of CCPS: Update registers, obtain Board approval, file necessary forms
  • ☐ Conversion of CCPS: Board resolution, issue equity shares, file PAS-3 for equity, file FC-TRS with RBI (if foreign investors)
  • ☐ Dividend Declaration: Board resolution, payment, TDS (if applicable)
  • ☐ Corporate Actions: Adjust conversion ratios, notify CCPS holders

CONVERSION-TIME MCA FILINGS​

When CCPS convert to Equity Shares, the following filings will be required:

  1. ☐ Board Resolution approving conversion
  2. ☐ Form PAS-3 (for allotment of equity shares upon conversion)
  3. ☐ Update Register of Members
  4. ☐ Cancel CCPS certificates and issue equity share certificates
  5. ☐ Form FC-TRS with RBI (if foreign investors) - within 30 days

Note: Detailed conversion compliance checklist to be prepared when conversion event occurs.

REVISION HISTORY​

VersionDateChangesPrepared By
1.0[Date]Initial document creation[Name]

SIGN-OFF​

Prepared By:

Name: ______________________ Designation: __________________ Signature: ____________________ Date: ______________________

Reviewed By:

Name: ______________________ Designation: __________________ Signature: ____________________ Date: ______________________

Approved By:

Name: ______________________ Designation: Managing Director Signature: ____________________ Date: ______________________

IMPORTANT DISCLAIMER​

This checklist is for internal use and guidance only. It does not constitute legal, financial, or professional advice. OX Agry Private Limited should engage qualified professionals (Company Secretary, Chartered Accountant, Legal Counsel) to ensure full compliance with the Companies Act, 2013, FEMA regulations, and other applicable laws.

The laws and regulations may change. Always verify the current requirements before proceeding with any filing or action.

Document Version: 1.0 Last Updated: [Date] Next Review Date: [Date]

End of MCA Filing Checklist & Guidelines