SUMMARIES OF SEBI RELAX & ENCOURAGED PROVISIONAL RELIEF FOR RIGHTS ISSUE

SEBI relaxed and welcomed short track rights issues generating capital on the stock market until 31 March 2021.

Steps to further promote the collection of funds from capital markets in the light of the COVID-19 disease outbreak

In the face of the threats to the Indian economy emerging from the Covid-19 pandemic and with a view to enhancing access to corporate finance through capital markets, SEBI has agreed to offer some temporary relief from regulatory obligations related to rights / public concerns to listed entities.

Right Issues

Fast Track Rights issuances

SEBI has relaxed the following requirements in order to broaden the scope of mentioned organizations for the benefit of fast track rights issues:

1) The qualification requirement for the total market capitalization of the public shareholding of INR 250 crores has been lowered to INR 100 crores.

(2) The requirement relating to the period of listing of the shares of the issuer for at least three years has been reduced to a listing of only eighteen months.

3) The provision relating to no audit credentials in the audited reports of the issuer has been replaced by the obligation to report the effect of the audit credentials on the financial statements of the issuer.

4) Some other requirements of registration with respect to the time of compliance with the terms of the listing regulations, the pending proceedings were taken by SEBI against the issuer/promoter/director, and the enforcement of the violation of the securities laws have now been relaxed.

Minimum Subscription

For order to have more consistency for collecting funds, the threshold for minimum subscription thresholds for rights issues has been reduced from the current 90 percent to 75 percent of the bid value, subject to some limitations.

The threshold for failing to apply a request for a letter of a bid to SEBI

In order to minimize the time involved in raising funds and to simplify compliance requirements, identified organizations collecting funds up to INR 25 crores in rights issues would not be required to request a draft bid paper.

The official requirement for this is INR 10 crores. Such relaxations shall extend to the correct problems which are accessed on or before 31 March 2021. It can be recalled that SEBI revised the ICDR Regulations last year in order to substantially shorten the timeline for the resolution of the T+ 55-day rights question to T+ 31 days and to implement the dematerialization and exchange of rights entitlements. Such steps will make the system for rights more functional and successful.

Flexibility on Issue size

An issuer whose offer document is awaiting receipt of SEBI observations may increase or decrease the size of the fresh issue by up to 50 per cent of the expected issue size (instead of the existing limit of 20 per cent) without allowing the Board to send a fresh draft offer document. Relaxation shall extend to all tender contracts awaiting receipt of SEBI findings by 31 December 2020.

Validity of the findings of SEBI

Having respect to the current economic scenario and on the basis of demands from different industrial bodies, It has been agreed that SEBI ‘s observations on all public issues / rights issues will be extended by six months from the date of expiry for issuers whose observations have expired / expired between 1 March 2020 and 30 September 2020.

To sum up, these steps are aimed at widening the number of listed organisations that are entitled to collect funds by fast track privileges, minimizing the time required and ensuring more flexibility in raising funds rather than relaxing regulatory conditions.

Circulars released by SEBI in respect of the measure referred to above are accessible on the SEBI website at http:/www.sebi.gov.in under the category-‘Legal-Circulars’. Mumbai 21 April 2020

Disclaimer: The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances; before making any decisions do consult your Professional / tax advisor. For misrepresentation or interpretation of act or rules Author does not take any responsibility. Neither the author nor the firm accepts any liability for the loss or damage of any kind arising out of information in this document or for any action taken in reliance there on. carajput.com is committed to helping entrepreneurs and small business owners to start, manage and grow their business with peace of mind. Our goal is to support the entrepreneur on legal and regulatory requirements and to be a partner throughout the entire business life cycle, offering support to the company at every stage to ensure that it is compliant and consistently growing. Hope the information will assist you in your Professional endeavors. For query or help, contact: info@carajput.com or call at 09811322785/4 9555 5555 480)

Further Issue Of Share Capital On Under Right Issue Basis Section 62 of the companies act 2013

Comprehensive Understanding Regarding the current Further Issue Of Share Capital On Under Right Issue Basis Section 62 of the companies act 2013

www.carajput.com; Reliance industry

www.carajput.com; Reliance industry

Shareholders who, at any time, plan to increase their subscribed share capital the increase their share capital by selling shares to their current shareholders who, at the date of the bid, are the holders of the share capital of the company. In basic words, the right issue is an offer to the existing shareholders to buy the equity of the company in proportion to the current stock. It is the best way to encourage capital in a business. It is up to the owners whether or not they support it.

Unless the terms of the Article of the Company do not provide otherwise, the current owner still has the right to revoke this privilege for the benefit of some other individual. The firm sends the Letter of Offer to the owners of the company stating the number of shares offered and the time period during which the bid is to be approved. The time period recommended will not be less than 15 days, but not more than 30 days. In the case that no notice has been obtained from the shareholder side within the specified time period, the bid is considered to have been rejected.

The existing shareholder of the company to purchase additional shares at discounted prices in proportion to their existing holdings. A shareholder entitled to receive the share on the basis of the offer rate prescribed in the letter of offer. For eg, the bid ratio is 1:2 which means that the shareholder owning two shares is able to receive one share if he only has 3 shares and is entitled to receive 1 share. If he has 4 shares, he is entitled to 2 shares. Through this offer, corporations give shareholders the right, but not the duty, to buy new securities at a discount on the existing stock price.

In the case of non-acceptance of such a bid, the Board of Directors shall have the right to dispose of it in a manner that is not adverse to the owners and the company.

If, at any point, a company with a share capital intends to raise its registered capital through the issuing of additional shares; those shares shall be offered—

ON RIGHT BASIS: to existing shareholders in proportion to the company’s paid-up equity capital owned by them by means of a letter of offer.

PROCEDURE FOR ALLOTMENT OF SHARES On RIGHT ISSUE BASIS:

  • Note in writing to each Director at least seven days prior to the meeting of the Board of Directors. [Sec 173(3)] Pass the vote of the Board to accept the “Statement of Bid” The letter of bid also contains the right of renunciation.
  • Dispatch of the Letter of Offer to all current shareholders by registered post or speed post or by online means at least three days before the opening of the issue.
  • Convene a decision of the Board of Directors of the Pass Board to approve allocation and issue of shares.
  • Receive approval, renunciation, denial of rights of shareholders
  • Meeting of the Directors and Notification of Meeting of the Board of Directors given at least seven days prior to the meeting of the Board of Directors (Section 179(3)).
  • The meeting of the Board of Directors will be held in compliance with SS-1 to accept the Board of Directors’ Decision on the adoption of the “Letter of Bid.”
  • Letter of offer will be submitted to existing shareholders by registered post or by fast post or by online means, with proof of delivery to all current shareholders at least three days before the opening of the issue.
  • For the case of the “Public Business” file MGT-1 within 30 days from the date of the vote of the Council.
  • Register the return of allotment with Registrar in E-Form PAS-3 within 30 days of allotment of shares.
  • Register the return of allotment with Registrar in E-Form PAS-3 within 30 days of allotment of shares.
  • File E-form MGT 14 within 30 days of issuance of securities.
  • Addition to the E-Form PAS-3 I Board resolution on distribution and question of interest. (ii) Letter of Offer (iii) List of Allottes
  • List of Allottes attached to E-Form PAS-3 shall state the names, address, profession, if any, of the owner and the number of shares assigned to each of the allottes, and the list shall be certified as complete and accurate by the signatory of Form PAS-3 in accordance with the company’s records.
  • Issue of the share certificate over a span of two months from the date of issuance in the form-SH-1. Stamp duty paid within 30 days of the date of issue. Reasonable
  • In the case of a listed firm – Unless otherwise mentioned, SEBI (ICDR) Regulation 2009 shall apply where the aggregate value of the stated offer is fifty lakh roupies or more. Provided that provision of this Regulation does not apply to securities issued pursuant to Regulation 9(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

FEMA provisions allow Indian companies to issue, if any, the right shares to existing non-resident shareholders, subject to the sectoral cap. Furthermore, this concern will also be concerned with in accordance with the other statute. (a) In the case of shares of a company listed on a recognized stock exchange in India, at a price as decided by the company; (b) In the case of shares of a company not listed on a recognized stock exchange in India, at a price not less than the price at which the right-based bid is made to a resident shareholder.

It is appropriate to receive prior permission from RBI for Right Issue to former OCBs. An investor may allocate an additional right share out of the unsubscribed portion, subject to the condition that the total issue of the shares to non-residents in the company’s total paid-up capital does not exceed the sectoral cap.

RECENT RIGHT ISSUE Reliance Industries (RIL) which is India’s most popular corporation propose to collect Rs 53,125 crore by giving Rs.1,257 a share discount of 14 per cent. Existing RIL shareholders may buy One share for every 15 shares owned The target to raise this issue is to decrease the net debt to zero by 31 March 2021.

Post by Rajput Jain & Associates

Disclaimer: The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances; before making any decisions do consult your Professional / tax advisor. For misrepresentation or interpretation of act or rules Author does not take any responsibility. Neither the author nor the firm accepts any liability for the loss or damage of any kind arising out of information in this document or for any action taken in reliance there on. carajput.com is committed to helping entrepreneurs and small business owners to start, manage and grow their business with peace of mind. Our goal is to support the entrepreneur on legal and regulatory requirements and to be a partner throughout the entire business life cycle, offering support to the company at every stage to ensure that it is compliant and consistently growing. Hope the information will assist you in your Professional endeavors. For query or help, contact: info@carajput.com or call at 09811322785/4 9555 5555 480)