Mono Auto Limited raised ₹ 100 crores through an IPO with manufacturing of cars as one of its main objects. However due to economic downturn, the Company wants to change its objects to designing and supply of spare parts

CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · December 2021
Mono Auto Limited raised ₹ 100 crores through an IPO with manufacturing of cars as one of its main objects. However due to economic downturn, the Company wants to change its objects to designing and supply of spare parts. Some of the shareholders have voted against this resolution for change in objects. Can the Company give such shareholders an option to exit. If so, what should be the exit price to be offerred ?

Answer & Explanation:

Regulation 59 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 states that 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 is provided in Schedule XX. Further Schedule XX prescribes the procedure and computation of exit price as follows: The promoters or shareholders in control shall make the exit offer, 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 at least 10% 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 75% of the amount raised (including the amount earmarked for general corporate purposes as disclosed in the offer document). The 'exit price payable to the dissenting shareholders shall be the highest of the following: the volume-weighted average price paid or payable for acquisitions, whether by the promoters or shareholders having control or by any person acting in concert with them, during the fifty-two weeks immediately preceding the relevant date; the highest price paid or payable for any acquisition, whether by the promoters or shareholders having control or by any person acting in concert with them, during the twenty-six weeks immediately preceding the relevant date; the volume-weighted average market price of such shares for a period of sixty trading days immediately preceding the relevant date as traded on the recognised stock exchange where the maximum volume of trading in the shares of the issuer are recorded during such period, provided such shares are frequently traded; where the shares are not frequently traded, the price determined by the promoters or shareholders having control and the merchant banker considering valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such issuers. Therefore, Mono Auto Limited shall compute the exit price as stated above.

Topics: Corporate Governance & Listing

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