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This article contains a checklist for a private corporation or an unlisted public company issuing shares on a rights basis under Act
When a company need new funding while maintaining the proportionate balance of the existing shareholders' voting rights, it issues Rights shares. The reason the issue is referred to as such is because it allows current owners the first opportunity to purchase additional shares at a price below market value. The rights issue is an opportunity for current shareholders to increase their holdings by purchasing additional shares in proportion
Section 62 of the Companies Act of 2013 ("the Act") deals with the "additional issuing of share capital." According to the aforementioned provisions, the shares may be offered to:
This article contains a checklist for a Private Limited Company or an Unlisted Public Company issuing shares on a rights basis under Section 62 of the Companies Act. A listed business must also follow the Act and the SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018.
Recent Amendments and Their Impact on Rights Issues
Keeping up with recent amendments is crucial when preparing the Checklist for Issuance of Right Shares. Changes such as relaxed timelines and streamlined disclosures have made the Procedure for Rights Issue of Shares more efficient for companies.
Except for Nidhi Companies, the provisions of Section 62 of the Act apply to all companies.
According to the provisions, if a company proposes to increase its subscribed capital at any time by is suing additional shares (i.e. equity shares, preference shares), such shares shall be offered to the company's existing shareholders who are equity shareholders on the date of the offer, and such offer is in proportion (i.e. pro rata basis) to the company's paid-up share capital, as nearly as the circumstances allow. .It is vital to ensure that all eligible shareholders are fairly considered during the Procedure for Rights Issue of Shares to maintain transparency and legal compliance.
In order to make an offer of shares under Section 62 of the Act, the board of directors must determine the cut-off date for identifying the list of shareholders and their holdings. Setting an accurate record date is a key part of the Checklist for Issuance of Right Shares, as it determines the true eligibility of shareholders for the offer.
In the case of a rights issue, the board of directors must approve it. The board of directors shall discuss the following items about the approval procedure at its meeting:
Obtaining Board and shareholder approval at the right stages is essential in the Procedure for Rights Issue of Shares, ensuring proper documentation and authorization.
There is no particular provision in the Act or the Rules that specifies the detailed contents of the offer letter for a rights issue. However, the board is responsible for making essential disclosures to shareholders. The contents of a rights issue offer letter may be identical to those of a private placement of securities offer letter, with a special reference to proportionate offer, right of renunciation, and offer term. Including all required information in the offer letter as per SEBI guidelines forms an important part of the Checklist for Issuance of Right Shares.
There is no particular provision in the Act or the Rules for calculating the price of shares to be issued under the rights issue. The board of directors may determine the share price or acquire a valuation certificate under the Income Tax Act of 1961 or the Foreign Exchange Management Act of 1999, as applicable. If the valuation certificate is obtained, the board of directors shall take notice of it at its meeting and make the relevant reference in the offer letter. A well-justified offer price promotes shareholder trust and strengthens the success of the Procedure for Rights Issue of Shares.
The offer shall be made by notice indicating the number of shares offered and restricting the time to not less than 15 days and not more than 30 days from the date of the offer, after which the offer shall be assumed to have been declined if not accepted. Furthermore, in the case of an IFSC public company or a private business, shorter durations (i.e.15 days/30 days) shall apply if 90% of the members have expressed their permission in writing or electronically. The shareholder notification must be delivered to all existing shareholders within three days by registered mail, speed post, electronic mail, courier, or any other method with proof of delivery. Maintaining the minimum and maximum timelines for offer closure ensures that the Checklist for Issuance of Right Shares is followed correctly.
Unless the company's articles of organization state otherwise, the rights offer is presumed to include a right exercisable by the person concerned to renounce the shares given to him or any of them in favor of any other person. This right of renunciation must be stated in the notice/offer letter. Allowing renunciation rights gives shareholders flexibility, supporting fairness in the Procedure for Rights Issue of Shares.
When the time specified in the notice expires, or the board of directors receives earlier notice from the person to whom such notice is given that he declines to accept the shares offered, the board of directors may dispose of them in a manner that is not detrimental to the shareholders and the company. Such shares are issued but unsubscribed, and the board of directors may distribute them to a few promoters, directors, or anybody else. The goal is to ensure that the company's finance requirements are met. . Unsubscribed shares must be handled carefully and fairly to ensure full compliance with the Checklist for Issuance of Right Shares.
Following receipt of share application money, the board of directors shall pass a resolution authorizing the allotment of shares and, if applicable, the repayment of share application money. The board must also give directors the authority to complete post-allotment compliances. In the event of unlisted public firms, the shareholders' demat account will be credited with the required number of authorized shares. Allotment must be executed strictly as per the offer document to align with the approved Procedure for Rights Issue of Shares.
Following the allotment of shares, the company must file a return of allotment in e-Form PAS-3 with the Registrar within 30 days, together with the amount prescribed in the Companies(Registration of Offices and Fees) Rules, 2014. The corporation must provide share certificates within two months of allotment. Following the allotment of shares, the company secretary or any other person authorized by the board of directors shall make the required entries in the register of members within 7days of the date of allotment. Filing returns and updating statutory records promptly are essential final steps in the Checklist for Issuance of Right Shares.
Certain companies may be exempted from filing lengthy offer documents, making the Checklist for Issuance of Right Shares simpler. These exemptions mainly apply to listed companies complying with SEBI regulations.
1. What is a rights issue?
A rights issue refers to an offering of additional shares to existing shareholders, typically at a discounted price, allowing them the opportunity to maintain their ownership percentage.
2. Which companies can issue rights shares under the Companies Act, 2013?
Under the Companies Act, 2013, companies that are listed on stock exchanges and have the necessary approval from shareholders and the Board can issue rights shares.
3. Is shareholder approval required for a rights issue?
Yes, shareholder approval is required for a rights issue, as the proposal must be authorized at a general meeting to ensure compliance with corporate governance standards.
4. What is a record date, and why is it important?
A record date is a specified date used by a company to determine which shareholders are eligible to participate in the rights issue. It ensures accurate tracking of shareholder entitlements.
5. What is the minimum and maximum duration for a rights issue offer period?
The offer period for a rights issue must be a minimum of 15 days and cannot exceed 30 days, as per regulatory guidelines, ensuring sufficient time for shareholders to make decisions.
Executing a rights issue requires companies to follow a structured Checklist for Issuance of Right Shares and comply with legal mandates at every step. Active board participation ensures that the Procedure for Rights Issue of Shares performed efficiently and in a timely manner.
At Jordensky, we offer precise Accounting, Tax & CFO Services tailored for companies managing corporate actions like rights issues. Our experts guide you through the Step-by-Step Process of Right Share Issue in India, ensuring compliance with SEBI and Companies Act standards. We also assist businesses with ongoing post-issuance compliances, helping them maintain transparent shareholder communication and corporate governance.
Jordensky is dedicated to offering an exceptional experience while focusing in accounting, taxes, MIS, and CFO services for startups and growing businesses.
When you work with Jordensky, you have a team of finance specialists who take care of the financial details so you can focus on your business.
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