Agni Safety Solutions Limited is a public limited company incorporated on 27th February, 2018. It is into the business of manufacturing of different types of fire-fighting equipment. Its promoters, mainly constitute the
CS Executive · Capital Market and Securities Laws · PYQS · December 2025
Agni Safety Solutions Limited is a public limited company incorporated on 27th February, 2018. It is into the business of manufacturing of different types of fire-fighting equipment. Its promoters, mainly constitute the Board of Directors of the company. The promoters now intend to enter into a new business of home appliances. But they do not have sufficient funds, to start any new business. They don't want to take bank loans, because one of existing banker has nominated their representative in Agni Safety Solutions Limited, has given a bitter experience to the promoters. In the last Board meeting, one of the senior Director suggested to explore the possibility of 'Offer for Sale'. You being their Company Secretary, advice to the Board regarding the additional conditions to be complied with under Regulation 8 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, with regards to the 'Offer for Sale'.
Answer & Explanation:
The additional conditions required under Regulation 8 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, for an Offer for Sale are as follows: Shares must be fully paid-up. Shares shall be held by the sellers for a period of at least one year prior to the filing of the draft offer document. In case the equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities (including depository receipts) are being offered for sale, the holding period of such convertible securities (including depository receipts) as well as that of resultant equity shares, together shall be considered for the purpose of calculation of one year period. Such holding period of one year shall be required to be complied with at the time of filing of the draft offer document. If the equity shares arising out of the conversion or exchange of fully paid up compulsorily convertible securities are being offered for sale, the conversion or exchange should be completed prior to the filing of the offer document, provided full disclosure of the terms of conversion or exchange are made in the draft offer document. However, the requirement of holding equity shares for a period of one year shall not apply: in case of an offer for sale of a government company or statutory authority or corporation or any special purpose vehicle set up and controlled by any one or more of them, which is engaged in the infrastructure sector; if the equity shares offered for sale were acquired pursuant to any scheme approved by a High Court or approved by a tribunal or the Central Government under the sections 230 to 234 of Companies Act, 2013, as applicable, in lieu of business and invested capital which had been in existence for a period of more than one year prior to approval of such scheme; if the equity shares offered for sale were issued under a bonus issue on securities held for a period of at least one year prior to the filing of the draft offer document with the Board and further subject to the following: such specified securities being issued out of free reserves and share premium existing in the books of account as at the end of the financial year preceding the financial year in which the draft offer document is filed with SEBI; and such equity shares not being issued by utilisation of revaluation reserves or unrealized profits of the issuer.
Topics: Issue of Capital
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