Turnkey Ltd. is a listed company, manufacturing auto ancillary components. One of the director of the company is a fugitive offender. The company wants to bring Further Public Offer (FPO). You being the company secretary

CS Executive · Securities Laws and Capital Markets · PYQS · December 2021
Turnkey Ltd. is a listed company, manufacturing auto ancillary components. One of the director of the company is a fugitive offender. The company wants to bring Further Public Offer (FPO). You being the company secretary of the company, advise whether the company can issue FPO. State the general conditions and the eligibility requiremets for FPO under SEBI Regulations.

Answer & Explanation:

As per Regulation 102 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, a company shall not be eligible to make a Further Public Offer where the director of the company is a fugitive offender. Therefore, Turnkey Ltd. would not be able to issue FPO. General Conditions and eligibility requirement for FPO as prescribed under Regulations 103 and 104 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are given below: Eligibility requirements for FPO An issuer may make a FPO if it has changed its name within the last one year and at least 50% of the revenue in the preceding one full year has been earned from the activity suggested by the new name. If an issuer does not satisfy the above mentioned conditions, it may make a FPO only, if, the issue is made through the book building process and the issuer undertakes to allot at least 75% of the net offer, to qualified institutional buyers and to refund full subscription money if it fails to make the said minimum allotment to qualified institutional buyers. General Conditions for FPO An issuer making an FPO shall ensure that- An application is made for listing of the specified securities to one or more of the recognised stock exchanges and choose one of the exchanges as the designated stock exchange. An agreement is entered into with a depository for dematerialisation of specified securities already issued or proposed to be issued. All the existing partly paid up equity shares have either been fully paid up or have been forfeited in other words, if a company has partly paid up equity shares, they shall not be permitted to make a public issue. The issuer should make firm arrangements of finance through verifiable means towards 75% of the stated means of finance excluding the amount to be raised through the proposed public issue or through existing identifiable internal accruals. The amount of General Corporate Purpose as mentioned in objects of the issue in the draft offer document and the offer document shall not exceed twenty five percent of the amount being raised by the issuer.

Topics: Public Issues

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