M/s Highspeed Ltd. manufacturing a car components for leading car manufacturer. Its public issue of ₹500 crore was fully subscribed. The public issue money ought to be utilized for setup an assembly-line for the existing

CS Executive · Securities Laws and Capital Markets · PYQS · June 2019
M/s Highspeed Ltd. manufacturing a car components for leading car manufacturer. Its public issue of ₹500 crore was fully subscribed. The public issue money ought to be utilized for setup an assembly-line for the existing business. Out of ₹500 crore, the company spent ₹400 crore for assembly-line. The management consultant, hired for Business Process re-engineering has suggested to invest balance amount to setup bike components manufacturing unit. You, being company secretary of the company, advise on the opinion of management consultant by referring provisions of SEBI Guidelines.

Answer & Explanation:

According to the Regulation 59 of the SEBI (ICDR) Regulations, 2018, the promoters, or shareholders in control of an issuer, shall provide an exit offer to dissenting shareholders as provided for in the Companies Act, 2013, in case of change in objects or variation in the terms of contract related to objects referred to in the offer document as per conditions and manner as provided in Schedule XX of the SEBI (ICDR) Regulations, 2018. According to the Schedule XX, the promoter or the shareholders in control, as the case may be, shall make an exit offer in accordance with the provisions of Chapter II of SEBI (ICDR) Regulations to the dissenting shareholders, in cases only if a public issue has opened after April 1, 2014; if: The proposal for change in objects or variation in terms of a contract, referred to in the offer document is dissented by atleast ten percent of the shareholders who voted in the general meeting; and The amount to be utilized for the objects for which the offer document was issued is less than seventy five percent of the amount raised (including the amount for general corporate purposes as disclosed in the offer document). In the given problem M/s Highspeed Ltd. has utilized ₹400 crore out of total ₹500 crore raised through public issue. As the amount utilized is more than 75% of the total amount raised, the company may utilize the remaining unutilized ₹100 crore for the purpose as stated in the question.

Topics: SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

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