Wednesday, October 25, 2017

Checklist for Rights Issue of Shares with time frame pursuant to Section 62 of Companies Act, 2013


S.NO.
PARTICULARS
MAX. TIME
TARGET TIME
1
Notice of Board Meeting at least 7 days before the meeting specifying the time for which the offer shall be remained open (minimum 15 days and maximum 30 days).
The notice to include the right to renounce shares in favour of some other person.
1 day
1 day
2
Hold the Board meeting and pass the resolution for approval of draft letter of offer including the right of renunciation in the letter
7 days
1 day^
3
Dispatch Letter of offer through registered post or speed post or through electronic mode to all the existing shareholders. –

As per Section 62(2) Letter of Offer must be sent at least 3 day before the opening of issue

The notice can be sent even lesser than three days before the issue opens, if 90% of the members agree in writing (consent can be even by electronic mode).
4 days
2 days
4
The offer shall remain open for subscription for minimum 15 days and maximum 30 days.

If 90% of the members agree in writing (consent can given by electronic mode) then the offer can be kept open for lesser than 15 days.
15 days
2 days
5
Receive acceptance/ renunciations/rejection of rights from members to whom the offer has been sent & also from persons in whose favour right renounced.
2 days
2 days
6
Receive Application Money

In Right Issue application of money through CASH is Allowed
1 day
1 day
7
Issue Notice of 2nd Board Meeting at least 7 days before the date of Board Meeting
1 day
1 day
8
Hold Board Meeting and represent the list of Allottees and Pass the Board Resolution for Allotment of Shares
7 days
1 day^
9
File PAS-3 within 30days from the date of Allotment.
Attachment :
       CTC of Board Resolution for Allotment of Shares
      List of Allottee
30 days
1 day
10
Issue Share Certificates in SH-1 within 2 Months from date of allotment
60days
5 days

TOTAL DAYS REQUIRED
127 days
17  days

^Board Meeting can be held at shorter notice with presence of at least 1 independent director

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided. I assume no responsibility for the consequences of use of such information. In no event I shall be liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.  

References:
Companies Act 2013
Contact:
CS Divyanshu Bansal
Email ID: divyanshubansal401@gmail.com
Ph: 9958381905



Monday, October 23, 2017

Checklist for Preferential Issue with Private Placement of Shares with time frame pursuant to Section 23, 42, 62(1)(c) & 117 of the Companies Act, 2013

S.NO.
PARTICULARS
MAX. TIME
TARGET TIME
1
Check Article of Association of the Company for allotment of shares on private placement basis
-
-
2.
Issue Notice of Board Meeting to all the Directors of the Company (7 days before the meeting)
1 day
       1  day
3.
Call Board Meeting - 

To prepare offer letter (PAS-4)
Make proposal for Private Placement
Identify and prepare list of person to whom option will be given
Fix date, day, time and venue for calling EGM
7 days
1 day^
4.
Issue Notice of EGM (21 Clear days before the date of meeting)
1 day
1 day
5.
Call EGM - 

Pass Special Resolution for Private Placement
Approve Draft offer letter (PAS-4) by special Resolution
21 days
2 days (shorter notice)*
6
File form MGT-14 within 30 days with ROC
Attachment-
1. Notice of EGM along with explanatory statements
2. Certified True Copy of Special Resolution
1 day
1 day
7
Issue offer letter to proposed investor in PAS-4 within 30 days as per the record name of person
30 days from EGM**
1 day from date of EGM**
8
Prepare complete record of Private Placement in PAS-5 (list of allottees)
 30 days from EGM**
1 day from date of EGM**
9
File GNL-2 within 30 days of issue of offer letter with ROC
Attachment : PAS-4 and PAS-5
30 days from EGM**
1 day from date of EGM**
10
Open Bank Account
1 day
1 day
11
Make allotment within 60 days from the date of receipt of money from the person to whom right was given
-
-
12
Call Board Meeting for allotment of Shares
8 days from date of notice
1 day from date of notice^
13
File PAS-3 with ROC within 30 days of allotment
Attachment: 
 1. List of Allottees
 2. Board Resolution for allotment of shares
30 days
1 day
14
Issue Share Certificates in SH-1 within 2 Months from date of allotment
60days
5 days

TOTAL DAYS REQUIRED
100 days
17 days

*Consent of 95% members are required to convene EGM at shorter notice

^Board Meeting can be held at shorter notice with presence of at least 1 independent director

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided. I assume no responsibility for the consequences of use of such information. In no event I shall be liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.  

References:
Companies Act 2013
Contact:
CS Divyanshu Bansal
Email ID: divyanshubansal401@gmail.com
Ph: 9958381905