CS Divesh Goyal Mob: +91- 8130757966
Practicing
Company Secretary, Delhi csdiveshgoyal@gmail.com
GOYAL DIVESH
& ASSOCIATES
PROCESS TO RAISE CAPITAL FOR
UNLISTED COMPANIES UNDER NEW COMPANIES ACT-2013, GOYAL
DIVESH & ASSOCIATES
1. PROCEDURE FOR ALLOTMENT OF RIGHT ISSUE
OF SHARES:
v
Call
a Board meeting by issue notice of meeting. (Draft Format Attached)
v Approve right issue including
"letter of offer", which shall include right of renunciation also.(At
Board Meeting). (Draft
Format Attached)
v Send offer letter to all existing
members as on the date of offer.(Through registered post or
speed post or through electronic mode to all the existing share -holders at
least three days before the opening of the issue.)
v
Receive
acceptance/renunciations/rejection of rights from members to whom offer has
been sent & also from persons in whose favour right renounced.* (Draft Format Attached)
v
Call
a Board meeting by issue of notice.
v
Approve
allotment by passing of Board Resolution. (Draft Resolution Attached)
v
Issue
of share certificates.
v
Authorize
to two directors and one more person for signature on Share Certificates.
v Attach list of allottees in form
PAS-3: Mentioning
Name, Address, occupation if any and number of securities allotted to each of
the allottees and the list shall be certified by the signatory of the form
pas-3.
v
Authorize
a director to file E-form PAS 3(Return of Allotment) to ROC within 30 days of
passing of Resolution.
(Draft Resolution Attached)
v
Authorize
a director to file E-form MGT 14 for issue of share certificate within 30 days
of passing of Resolution.*
v
File
E-form MGT 14 for issue of share (Allotment of shares & Issue of share
certificate: Refer 4 below) & PAS 3(Return of Allotment) to ROC for
allotment*
v
Issue
share certificate*
v
Make
Allotment within 60 days of receiving of Application Money; otherwise it will
treat as deposits as per deposits rules.
FIND ATTACHED BELOW:
Notice
Calling Board Meeting.
Format of
Agenda.
Attendance
Sheet.
Leave of
Absence of Director.
Board
Resolution for Right Issue.
Share
Application Form
Rejection
form Existing Share Holder.
Acceptance
from Share Holders.
Resolution
for Allotment of Shares.
Resolution
for Authorization to sign Share Certificates.
If Any other
Draft Require contact me on mail ID given below:
2. MGT14 is not required to be filed for
allotment of shares; however, it is required to be filed for
Issue of shares:
Ø
As per sec 179(3)(*c*), the
Board of Directors of a company shall exercise the powers to "ISSUE" securities on behalf
of the company by means of resolutions passed at meetings of the Board.
Ø
As per sec 117(1) & (*3*),
such resolutions are to be filed to ROC.
Ø
It has been decided that
allotment of shares & issue of share are different.
Ø
To avoid dispute, it is suggested
to pass both resolutions i.e.
ü
For allotment of shares as well.
ü
For issue of share certificate in same meeting & file with ROC in
MGT14.
3. Why it is safer to renounce right in favour of member ?*
The issue of
further shares by a company to its members with the right to renounce them in
favour of third parties does not require the issue or registration of a
prospectus. However, there is no such circular under Companies Act, 2013.
4. Example:
1. A Pvt Ltd is having two members; Mr Y &
Mrs Y. Co wants to raise Rs 2 Lakhs by issue of equity shares. Mr Y & Mrs Y
do not want to invest further. Even Mr Y wants to sell some shares. However, Mr
Z wants to invest in the Company. It
is very costly & complex for company to follow private placement
provisions.
Solution:
Mr Z purchases 200 shares from Mrs Y. Now , company have 3 members: Mr Y,
Mrs Y & Mr. Z. Company comes with right issue, the process of which is very simple
i.e. by calling a Board meeting , without opening new bank a/c, without
valuation of shares, without need to pass SR in general meeting. Mr A & Mrs
A renounced right in favour of C & company able to raise fund easily.
5. Relevant provisions of Companies Act-2013 are as follows:*
Sec 62. (1): Where at any time, a company having a share capital proposes to increase its
Subscribed capital by
the issue of further shares, such shares shall be offered--
·
To
persons who, at the date of the
offer, are holders of equity shares of the company in proportion, as
nearly as circumstances admit, to the paid-up share capital on those shares by
sending a letter of offer subject to the following conditions, namely:--
Ø The
offer shall be made by notice specifying the number of shares offered
and limiting a time not being less than fifteen days and not exceeding thirty
days from the date of the offer within which the offer, if not accepted, shall
be deemed to have been declined;
Ø Unless
the articles of the company otherwise provide, the offer aforesaid shall be
deemed to include a right exercisable by the person concerned to renounce the
shares offered to him or any of them in favour of any other person; and the notice
referred to in clause (above) shall contain a statement of this right;
Ø After
the expiry of the time specified in the notice aforesaid, or on receipt of
earlier intimation from the person to whom such notice is given that he
declines to accept the shares offered, the Board of Directors may dispose of
them in such manner which is not dis-advantageous to the shareholders and the
company.
The notice referred
above shall be dispatched through registered post or speed post or through
electronic mode to all the existing share -holders at least three days before
the opening of the issue.
(Author
– CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be
contacted at csdiveshgoyal@gmail.com)
Disclaimer: The entire contents of this document have been prepared on the
basis of relevant provisions and as per the information existing at the time of
the preparation. Though utmost efforts has made to provide authentic
information, it is suggested that to have better understanding kindly
cross-check the relevant sections, rules under the Companies Act, 2013. The
observations of the author are personal view and the authors do not take
responsibility of the same and this cannot be quoted before any authority
without the written consent of the author
Regards,
CS Divesh Goyal
ACS-35817
Mob: +91-8130757966
Practicing Company Secretary
DRAFTS ATTACHED BELOW:
DRAFTS FORMATS
1.
Notice Calling Board Meeting:
Date of
issue of Notice
Name of Director
Address of Director
NOTICE
FOR THE MEETING OF THE BOARD OF DIRECTORS OF Name of
Company---------------------- LIMITED
Dear Mr. Name of Director,
Notice
is hereby given that a meeting of the Board of Directors of the Company shall
be held as per the following schedule:
Date: of
Meeting
Time: of
Meeting
Venue: of
Meeting
The agenda for the
meeting is enclosed.
You are
requested to make it convenient to attend the above meeting.
For Name of company LIMITED
__________________________
Name of
Director
(DIRECTOR)
DIN: --------------------
Add: of Director
2. AGENDA OF BOARD MEETING:
AGENDA
AGENDA FOR
THE MEETING OF BOARD OF DIRECTORS TO BE HELD ON
------------DAY OF----------MONTH, 2014 AT
-------------TIME OF MEETING
AT ADDRESS OF PLACE OF MEETING
1.
To Appoint
Chairman of the meeting.
2.
To Grant
leave of absence.
3.
To Confirm
minutes of the previous Board Meeting.
4.
To ADD MORE AGENDA’S ACCORDING TO
REQURIEMENT
5.
To give Vote of Thanks.
Signature
Name of
Director
(DIRECTOR)
DIN: --------------------
Add: of Director
3. ATTENDENCE SHEET OF BOARD MEETING:
DIRECTORS
MEETINGS
ATTENDANCE
SHEET
ATTENDANCE
SHEET OF THE MEETING OF BOARD OF DIRECTORS OF M/S NAME OF COMPANY LIMITED HELD
ON ---------DAY OF------------MONTH OF, 2014 AT REGISTERED OFFICE OF COMPANY.
NAME SIGNATURES
DIRECTORS:
1)
Mr.
Name of Director
2)
Mr.
Name of Director
3)
Mrs.
Name of Director
SPECIAL INVITEE:
4)
If
any;
4. LEAVE
OF ABSENSE:
From:
Mr. Name of
director who is on leave
Address of
Director.
Date of
Leave of Absence before Meeting
The Board of
Directors
M/s NAME OF
COMPANY LIMITED
ADDRESS OF
REGISTERED OFFICE
Subject:
Leave of Absence
Dear Sir,
With
reference to the board meeting of the company to be held on date of mewing, it
is hereby submitted that due to preoccupations, I am not in a position to
attend the same. You are requested to grant the leave of absence.
Thanking
you,
Name of Director who is on leave
DIN: ------------------
Address of Director
5. RIGHT ISSUE RESOLUTION OF BOARD MEETING:
CERTIFIED COPY OF RESOLUTION PASSED IN THE BOARD MEETING OF
DIRECTORS OF NAME OF COMPANY LIMITED HELD ON ----------DAY
OF---------------MONTH, 2014 AT PLACE OF
MEETING.
"RESOLVED THAT in
pursuance of Section 62 of the Companies Act, 2013 read with The Companies
(Share Capital and Debenture) Rules, 2014 the approval of the Board be and is
hereby accorded to the Company to issue -------------No. of equity shares of Rs. ------------ each
(hereinafter referred to as new shares) of an aggregate nominal value of Rs. ---------------------------------(Rupees
in Word), for cash to the shareholders at a premium of Rs. ---------------(if
any) per share determined by the Chartered Accountants firm, which was accepted
by the Board of Directors as reasonable and in the interest of all concerned,
such issue to be made on the following terms and conditions:-
1)
The issue of
shares will be made in the proportion of one new share for every one equity
share held on DATE OF MEETING.
2)
The said
offer to the members shall be made by an offer letter which shall indicate the
number of shares held by each member and the number of shares to which each is
entitled as rights shares, the value per share and the total amount due in case
the offer of shares is accepted in full.
3)
The
aforesaid offer shall be valid upto the MAXIMUM 30 DAYS , and includes a right
exercisable by the person to whom the aforesaid offer being made to renounce
the new shares offered to him in favour of any other person.
4)
The offer
after the expiry of the MAXIMUM 30 DAYS FROM MEETING or on receipt of earlier
intimation from the person(s) to whom such notice was given that he declines to
accept the new shares offered, the Board of Directors of the company be
authorized to dispose of unsubscribed part of the new shares in such manner as
they think most beneficial to the company.
5)
The Equity
Shares so issued shall upon allotment have the same rights of voting as the
existing equity shares and be treated for all other purposes pari-passu with
the existing equity shares of the Company and that the equity shares so
allotted during the financial year shall be entitled to dividend, if any,
proportionately in the year of the allotment of these shares.
6)
The
allotment of further shares to Non-Residents members shall be in accordance
with the Regulations issued by the Reserve Bank of India under the Foreign
Exchange Management Act, 1999.
7)
Share
Certificates shall be issued to those to whom the further new shares are
allotted within the time prescribed in the Companies Act, 2013.
RESOLVED
FURTHER that the Board of Directors be and is hereby authorize to take all
steps to implement the above resolutions, finalize and issue the letter of
offer of rights and take all actions in connections with the further issue and
allotment of shares to the members and others where applicable”.
Certified true copy
For NAME OF COMPANY Limited
________________________________
NAME OF
DIRECTOR
Director
DIN:
ADDRESS OF
DIRECTOR
6. SHARE APPLICATION FORM:
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From:
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NAME OF
SHARE HOLDER
ADDRESS OF SHARE HOLDER:
|
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To:
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The Board
of Directors,
NAME OF COMPANY,
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ADDRESS OF REGISTERED OFFICE
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Dear Sirs,
We hereby
apply for the _________Shares of the Company, having
a face value of Rs __/- per __, as stated below in BLOCK 3. We have remitted
the amount specified in Block 5 being the amount payable on application @ Rs -------/- per equity share (inclusive of share premium of Rs----------------/- per share).
We agree to
accept the equity shares applied for or such lesser number as may be allotted
to us by the Company subject to the terms and conditions set forth in letter of
offer and mutually agreed between us and the and the Company subject to the
provisions of Foreign Exchange Management Act, 1999 and the Rules
/Regulations/Notifications/Guidelines issued by the Govt of India/Reserve Bank
of India in this behalf and the provisions of the Companies Act, 2013 and the
rules and regulations made thereunder and the provisions of the Memorandum and
Articles of Association of the Company, this Application Form, Share
Certificates and any other Law, Rules and Regulations and other documents as
may be relevant/applicable, if any,
We undertake
that we will comply with the aforesaid as may be applicable to us from time to
time and will sign all such other documents and do all such other acts, deeds
and things, if any, that may be necessary on our part in this regard and to
enable us to be registered as the holder(s) of the equity shares which may be
allotted to us by the Company. We authorize you to place our name(s) on the
Register of Members of the Company as the holder(s) of Equity Share(s) that may
be so allotted to us.
We hereby
enclose Board Resolution authorizing the investment as give below:-
|
REGD.
FOLIO NO.
(BLOCK 1)
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NO. OF
EQUITY SHARES HELD
AT PRESENT
(BLOCK 2)
|
NO. OF EQUITY
SHARE (S) APPLIED
(BLOCK 3)
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AMOUNT PAYABLE
@ Rs 275/- PER EQUITY SHARE
(BLOCK 4)
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AMOUNT PAID ON APPLICATION
@ Re. 275/- PER EQUITY
SHARE
(BLOCK 5)
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Amount
paid (Currency and also equivalent Rs. in Words)
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Drawn
on
(Name
of Bank and Branch)
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By
Cheque / Draft / T.T.
Wire
transfer /
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No.
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Dated
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||||
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Payable
at/transferred to
(Name
of Bank and Branch)
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____________________________________
SIGNATURE
(with Company stamp/seal)
Specimen
signature of applicant
7. REJECTON FROM EXISTING SHARE HOLDER:
Date: (______) (14th
May onwards)
The
Board of Directors,
Name
of Company,
Register
office address of company
Subject:
Non-acceptance of offer of Right Issue made to the Company
Dear Sirs,
I received a letter of offer regarding issue of
equity shares on right issue basis in proportion to one equity share for each
equity share held by the me. I does not intend to accept this offer.
This is for your record and reference.
Signatur
Name of Shareholder
Address of
Shareholder
8. ACCEPTANCE FOR SHARHOLDER:
Name
of Shareholder
Address
of Share holder
Acceptance
of offer letter
WHEREAS:
(A)
I am holder of -----------equity
shares of Rs-----------/- each in
Name of Company.
Name of Company.
(B)
I received a letter of offer from
Name of Company regarding issue of equity shares on right issue basis in
proportion to one equity share for each equity share held by the Company
(C)
I intends to subscribe to
---------------- No. of Equity Shares new equity shares of of
Rs.=---------- each at a premium of Rs. ------------------ per share in the
share capital of Name of Company by the me amounting to INR -----------------.
(D)
I intended to provide a capital
injection of INR ----------------- in Name of Company after receiving the capital injection of
--------------------- from its other share holders.
Dated this
day of
Signatur
Name of
Shareholder
Address of
Shareholder
9. RESOLUTION FOR ALLOTMENT OF SHARES:
CERTIFIED COPY OF THE RESOLUTION PASSED IN THE
BOARD MEETING OF NAME OF COMPANY HELD ON --------------DAY OF -----------MONTH
------------YEAR, AT REGISTERED OFFICE AT ADDRESS OF REGISTERED OFFICE.
“RESOLVED THAT in terms
of authority given to the Board by the Articles of Association of the Company, NAME
OF SHARHOLDER be and is hereby allotted and issued --------------------- (No.
of Equity Shares) equity shares each having a nominal value of Rs-------/-(----------
Only) at a price of Rs. ------------------/- (Rupees -------------------------
Only) per share, -in lieu of subscription monies of Rs. ------------------/-
---------- received from it as per the details given below:
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Name of Subscriber
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No. of shares
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Dist. Nos.
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Nominal Value
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Certificate No.
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Folio No
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From
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To
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Rs.
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.
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RESOLVED
FURTHER THAT the above equity shares so
issued and allotted Name of shareholder shall be subject to the provisions of
the Memorandum and Articles of Association of the Company.
RESOLVED
FURTHER THAT, a
letter of allotment in relation to the above equity shares
issued and allotted as aforesaid be issued to name of shareholder by the
Company.
RESOLVED FURTHER THAT name
of directors of company or any other Director of the Company be and is hereby
authorized to do all such acts, deeds and things as may be required to be done
to give effect to the above resolution, including issuance of duly stamped
share certificates in relation to the above equity shares issued and allotted
as aforesaid to name of shareholder in accordance with the provisions of the
Companies Act, 2013 and rules made there under and the Articles of Association
of the Company and do all other acts consequent to the issuance and allotment,
including, in particular the payment of the requisite stamp duty, for issuing
duly stamped share certificates evidencing the allotment of equity
shares and give such directions as may be required, necessary, expedient
or desirable for giving effect to the aforesaid resolutions.”
CERTIFIED TRUE COPY
For NAME OF COMPANY
__________________
NAME OF DIRECTOR
(Director)
DIN:
ADDRESS OF DIRECTOR
10. RESOLUTION FOR SIGNATURE OF SHARE CERTIFICATE
RESOLVED FURTHER THAT the
share certificates be issued under the Common Seal of the Company, under the
signature of name of directors of company, Directors of the Company, and ------------------------------------
as authorized signatory.
(Author
– CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be
contacted at csdiveshgoyal@gmail.com)
Disclaimer: The entire contents of this document have been prepared on the
basis of relevant provisions and as per the information existing at the time of
the preparation. Though utmost efforts has made to provide authentic
information, it is suggested that to have better understanding kindly
cross-check the relevant sections, rules under the Companies Act, 2013. The
observations of the author are personal view and the authors do not take
responsibility of the same and this cannot be quoted before any authority
without the written
CONTACT ON BELOW MENTIONS EMAIL ID FOR
ANY QUERY OR QUESTION OR SUGGESTIONS:
Regards,
CS Divesh Goyal
ACS-35817
Practicing Company Secretary
+91-8130757966
