As a Company Secretary of Lucky Ltd., prepare a Board note giving various requirements of SEBI guidelines for rights issue and enumerate the various major steps involved in such an issue.

To 03 January, 2017 The Board of Directors Lucky India Ltd. Rights issue as defined in the SEBI (ICDR) Regulation, 2009 is an issue of capital under Section 62 of the Companies Act, 2013 to be offered to the existing shareholders of the company through a letter of offer. A listed company cannot make any issue of security through a rights issue where the aggregate value of securities including premium exceeds ₹50 lakh, unless it has filled a draft letter of offer with SEBI through a Merchant Banker at least 30 days prior to the filling of prospectus with the designated stock exchange. The various steps involved for issue of rights share are enumerated below: Check whether the rights issue is within the authorised share capital of the company. If not, steps should be taken to increase the authorised share capital. In case of a listed company, notify the stock exchange concerned the date of Board Meeting at which the rights issue is proposed to be considered at least 2 days in advance of the meeting. Rights issue shall be kept open for at least 15 days and not more than 30 days. Convene the Board meeting and place before it the proposal for rights issue. The Board of directors should decide on the following matters: Quantum of issue and the proportion of rights shares. Alteration of share capital, if necessary, and offering shares to persons other than existing holders of shares in terms of Section 62 of the Companies Act, 2013. Fixation of record date. Appointment of merchant bankers and underwriters (if necessary). Approval of draft letter of offer or authorisation of managing director/company secretary to finalise the letter of offer in consultation with the managers to the issue, the stock exchange and SEBI. Immediately after the Board Meeting notify the concerned Stock Exchanges about particulars of Board's of Directors decision. If it is proposed to offer shares to persons other than the shareholders of the company, a General Meeting has to be convened and a resolution is to be passed for the purpose in terms of Section 62 of the Companies Act, 2013. Forward 6 sets of letter of offer to concerned Stock Exchange(s). Despatch letters of offer to shareholders by registered post. Check that an advertisement giving date of completion of despatch of letter of offer has been released in at least an English National Daily, one Hindi National Paper and a Regional Language Daily where registered office of the issuer company is situated. Check that the advertisement contains the list of centres where shareholders or persons entitled to rights may obtain duplicate copies of composite application forms in case they do not receive original application form alongwith the prescribed format on which application may be made. The applications of shareholders who apply both on plain paper and also in a composite application form are liable to be rejected. Make arrangement with bankers for acceptance of share application forms. Prepare a scheme of allotment in consultation with Stock Exchange. Convene Board Meeting and make allotment of shares. Make an application to the Stock Exchange(s) where the company's shares are listed for permission of listing of new shares.