Section 62(1(C) of the Companies Act 2013 read with Rule 13 of Companies (Share Capital and Debentures) Rules 2014 enables issue of shares to persons other than the existing shareholders/ employees as specified in Section 62(1)(a) and Section 62(1)(b), provided the same is approved by a special resolution and subject to the conditions stated in the said Rule 13.
1. Preparation of notice, agenda and minutes of the Board and General meetings approving the Preferential Issue. 2. Preparation of Valuation Report. 3. Preparation of Letter of Offer in Form PAS 4. 4. Preparation, certification and filing of Form MGT 14. 5. Preparation, Certification and filing of Form PAS 3. 6. Advise on post allotment compliance.
1. For Form MGT 14: a. Certified copy of the Special Resolution. b. Notice of the General Meeting. c. Explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 of the Act comprising the following: i. The objects of the issue. ii. The total number of shares or other securities to be issued. iii. The price or price band at/within which the allotment is proposed. iv. Basis on which the price has been arrived at along with report of the registered valuer. v. Relevant date with reference to which the price has been arrived at. vi. The class or classes of persons to whom the allotment is proposed to be made. vii. Intention of promoters, directors or key managerial personnel to subscribe to the offer. viii. The proposed time within which the allotment shall be completed. ix. The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them. x. The change in control, if any, in the company that would occur consequent to the preferential offer. xi. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price. xii. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer. xiii. The pre-issue and post issue shareholding pattern of the company in the prescribed form. 2. Form PAS 3: a. Certified copy of the board resolution for allotment. b. List of allottees.