A Company can raise reserves through three methods: (1) Deposits (2) Loans (3) Capital. Under Companies Amendment Act 2017, Company can bring funds or Capital up in three different ways: (1) Private Placement/Preferential Allotment (2) Right Issue (3) Bonus Issue. Let’s discuss funds raising through preferential allotment under section 62 of Companies Act 2013.
Introduction
Preferential Allotment means an issue of shares or other securities, by a Company to any select person or group of persons on preferential basis. A preferential issue is an issue of shares or of convertible securities by listed companies to a select group of persons under Section 62 of the Companies Act, 1956 which is neither a rights issue nor a public issue. This is a faster way for a company to raise equity capital.
In accordance with the SEBI guidelines if shares are issued on preferential basis by listed entity then these shares to be locked in for certain period of time. The specified securities allotted on preferential basis to promoter or promoter group shall be lock in for period of 3 years from the date of trading approval.
Check points:-
Whether authorized share capital is sufficient for issue of shares on preferential basis and if authorized capital is not sufficient, then first alter the capital clause of the memorandum of association of the company.
Confirm that where the shares or other securities are to be allotted for consideration other than cash, the valuation of such consideration shall be done by a registered valuer who has submitted his valuation report with justification for such valuation.
Confirm that the allotment of securities on a preferential basis made pursuant to special resolution, passed pursuant to Rule 13(2)(b) of the Companies (Share Capital and Debentures) Rules, 2014, is completed within a period of 12 months from the date of passing of special resolution.
The securities are to be allotted within 60 days from the date of receipt of the application money and if the company fails to allot securities, has to repay the application money to the subscribers within 15 days from the date of completion of 60 days and in case the company fails to repay the application money within the aforesaid period, the company is liable to repay application money along with interest at the rate of 12% p.a. from the expiry of the 60th
Ensure that non-compliance of above provisions shall be treated as public offer.
The provisions and procedures relating to issue of shares through private placement are as follows: