Jupiter Ltd. got its equity shares listed on 1st April, 2020 and the management of the company wishes to issue further shares and raise capital through Fast Track in the Financial Year 2022-23. Can the company issue shar
CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · December 2022
Jupiter Ltd. got its equity shares listed on 1st April, 2020 and the management of the company wishes to issue further shares and raise capital through Fast Track in the Financial Year 2022-23. Can the company issue shares through Fast Track FPO ? Explain the eligibility criteria and conditions for issuing shares under Fast Track FPO process.
Answer & Explanation:
Eligibility of Fast Track Further Public Offer (FPO) The equity shares of the issuer have been listed on any stock exchange for a period of at least three years immediately preceding the reference date. Since Jupiter Ltd. got its equity shares listed on 1st April, 2020 and wants to issue further shares during the financial year 2022-23 which is within 3 years of its initial listing and hence, the company is not eligible to issue shares under Fast track FPO process. Other conditions to be satisfied in order to be eligible for issuing shares under Fast Track FPO are mentioned hereunder: entire shareholding of the promoter group of the issuer is held in dematerialised form on the reference date; the average market capitalisation of public shareholding of the issuer is at least one thousand crore rupees in case of public issue and two hundred and fifty crore rupees in case of rights issue; the annualised trading turnover of the equity shares of the issuer during six calendar months immediately preceding the month of the reference date has been at least 2% of the weighted average number of equity shares listed during such six months' period. However, if the public shareholding is less than 15% of its issued equity capital, the annualised trading turnover of its equity shares has been at least 2% of the weighted average number of equity shares available as free float during such six months' period; annualized delivery-based trading turnover of the equity shares during six calendar months immediately preceding the month of the reference date has been at least 10% of the annualised trading turnover of the equity shares during such six months' period; The issuer has been in compliance with the equity listing agreement or SEBI (LODR) Regulations, 2015, as applicable, for a period of at least three years immediately preceding the reference date. However, if the issuer has not complied with the provisions of the listing agreement or SEBI Listing Regulations, 2015, as applicable, relating to composition of board of directors, for any quarter during the last three years immediately preceding the reference date, but is compliant with such provisions at the time of filing of red herring prospectus with Registrar of Companies, and adequate disclosures are made in the red herring prospectus about such non-compliances during the three years immediately preceding the reference date, it shall be deemed as compliance with the condition; Further, imposition of monetary fines by stock exchange on the issuer shall not be a ground for ineligibility for undertaking issuances under this regulations. the issuer has redressed at least 95% of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date; that no show-cause notices, excluding proceedings for imposition of penalty, have been issued by the SEBI and pending against the issuer or its promoters or whole time directors as on the reference date: In cases where against the issuer or its promoters or whole time directors, (i) show-cause notice(s) has been issued by the SEBI or the Adjudicating Officer, in a proceeding for imposition of penalty; or (ii) prosecution proceedings have been initiated by the SEBI; necessary disclosures in respect of such action(s) along with its potential adverse impact on the issuer shall be made in the offer document; if the issuer or the promoter or the promoter group or the director of the issuer has settled any alleged violations of securities laws through the settlement mechanism of the SEBI in the past three years immediately preceding the reference date, then the disclosure of such compliance of the settlement order, shall be made in the offer document; equity shares of the issuer have not been suspended from trading as a disciplinary measure during last three years immediately preceding the reference date; There shall be no conflict of interest between the lead merchant banker(s) and the issuer or its group or associate company in accordance with applicable regulations. For audit qualifications, if any, in respect of any of the financial years for which accounts are disclosed in the offer document, the issuer shall provide the restated financial statements adjusting for the impact of the audit qualifications. Further, for the qualifications wherein impact on the financials cannot be ascertained, the same shall be disclosed appropriately in the offer document.
Topics: Public Offerings
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