'A company cannot make public issue of non-convertible redeemable preference shares unless certain conditions are fulfilled'. Elaborate.

CS Executive · Capital Markets & Securities Laws · PYQS · June 2019
'A company cannot make public issue of non-convertible redeemable preference shares unless certain conditions are fulfilled'. Elaborate.

Answer & Explanation:

As per regulation 4 of the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013, a company cannot make any public issue of non-convertible redeemable preference shares unless the following conditions are fulfilled: The company shall not make any public issue of nonconvertible redeemable preference shares if as on the date of filing of draft Offer document or final offer document as provided :- the company or the person in control of the company or its promoter or its director is restrained or prohibited or debarred by SEBI from accessing the securities market or dealing in securities; or The company or any of its promoters or directors is a willful defaulter or it is in default of payment of interest or repayment of principal amount in respect of non-convertible redeemable preference shares issued by its to the public, if any, for a period of more than 6 months. It has made an application to one or more recognized stock exchanges for listing of such securities therein. If the application is made to more than one recognized stock exchanges, the issuer must choose one of them which has nationwide trading terminals as the designated stock exchange. It has obtained in-principle approval for listing of its non-convertible redeemable preference shares. Credit rating including the unaccepted ratings obtained from more than one credit rating agencies, registered with SEBI shall be disclosed in the offer document. The minimum tenure of the non-convertible redeemable preference shares shall not be less than three years. The issue has been assigned a rating of not less than 'AA' or equivalent by a credit rating agency registered with SEBI. The Company shall create a capital redemption reserve in accordance with the provisions of the Companies Act, 2013. The issuer shall not issue non-convertible redeemable preference shares for providing loan to or acquisition of shares of any person who is part of the same group or who is under the same management other than to subsidiaries of the issuer.

Topics: Preference Shares

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