RAN Ltd., an unlisted company, proposes to issue equity shares of the Company to certain investors numbering to a total of 30. Advise the Company if it is feasible, and if so, narrate the conditions to be complied with.
CS Executive · Company Law · PYQS · December 2019
RAN Ltd., an unlisted company, proposes to issue equity shares of the Company to certain investors numbering to a total of 30. Advise the Company if it is feasible, and if so, narrate the conditions to be complied with.
Answer & Explanation:
RAN Ltd. an unlisted company can issue the equity shares of the company to the identified investors by complying the following provisions of the Companies Act, 2013 read with rules made thereunder: Section 42 of the Companies Act, 2013 contains the following conditions to be complied with in case a company makes a private placement of securities: A private placement shall be made only to a select group of persons who have been identified by the Board, whose number shall not exceed 200 in any financial year. For the purpose of this limit of 200, offer or invitation made to qualified institutional buyers or employees under the ESOP scheme shall not be considered. The company may make more than one issue of securities to such class of identified persons, subject to the overall limit of 200 persons. The limit of 200 persons shall be reckoned for each class of securities that is equity, preference or debenture. If a company makes an offer to allot or invite subscription or allots or enters into an agreement to allot securities more than the prescribed number of persons, whether payment has been received or not, the same shall be deemed to be an offer to the public and shall accordingly be governed by the provisions applicable to public offer. The company shall issue private placement offer and application in the prescribed form to identified persons, whose names and addresses are recorded by the company in the prescribed manner. The private placement offer and application shall not carry any right of renunciation. This means that only the identified person to whom the offer is made can subscribe and not any other person to whom the identified person may like to renounce. Every identified person willing to subscribe shall apply in the application issued to him, along with subscription money paid either by cheque or demand draft or other banking channel and not by cash. The company shall not utilize money raised through private placement unless allotment is made and the return of allotment is filed with the Registrar in accordance with Section 42(8). No fresh offer or invitation under Section 42 shall be made unless the allotment with respect to the previous offer or invitation have been completed or that offer or invitation have been withdrawn or abandoned by the company. The company shall allot its securities under private placement within 60 days from the date of receipt of the application money and if the company is not able to allot the securities within the prescribed time, it shall repay the application money to the subscribers within 15 days from the expiry of 60 days and if the company fails to repay the application money within the aforesaid time, it shall be liable to repay that money along with interest at the rate of 12% p.a. from the expiry of the 16th day. The money received under private placement shall be kept in a separate bank account and shall not be utilized for any purpose other than for adjustment against allotment of securities or for the repayment of money where the company is unable to allot securities. The company making a private placement shall not issue any public advertisement or utilize any media, marketing or distribution channels or agents inform the public at large about such an issue.
Topics: Share Capital and Debentures
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