Mahendra D. (1) (24 Points)
13 September 2012Hello to everyone,
Please advice me in the following case,
Can a Listed Company converts its unsecured loans (by promoter/directors of the Company) into equity?
if yes what are the steps/ procedure involved in this process in respect of Company Law & SEBI?
Shabnam Siddiqui
(Company Secretary)
(152 Points)
Replied 21 September 2012
Hi, I am sharing the file created by me for our company's case for conversion. Our company has received a CDR package and conversion is under the same. Still I have certain queries. Seek expert opinion please.
CONVERSION OF UNSECURED LOANS INTO EQUITY CAPITAL
Applicable provisions:
1. Section 81(3) and 81 (1A)of the Companies Act, 1956
2. Companies (Terms of issue of debentures and raising of loans with option to convert such debentures or loans into shares) Rules, 1977
3. SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 [ICDR]-Chapter VII-Preferential Allotment Regulations
4. Listing Agreement
Steps
1. Approval of CDR EG to convert the unsecured loan into Equity with the consent of Promoters/ Loan holders- NOC from banks, if required.
2. Get Share application forms by the concerned members.
3. In-principal approval from SE u/c 24(a)
Companies (Terms of issue of debentures and raising of loans with option to convert such debentures or loans into shares) Rules, 1977- Since the conversion is through Private Subscripttion, no need to obtain CG approval.
4. Hold a Board Meeting to issue notice for GM.
5. Special Resolution u/s 81(3) and 81 (1A) be passed in the GM.
6. Board Meeting to allot shares for the said Loans which are now converted into Equity and file Form 2.
7. Apply to CDSL, final listing application to BSE then NSDL and get the shares listed.
8. Pricing of Shares:
Under Regulation 76 of SEBI ICDR Regulations, higher of the following:
(a) The average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during the six months preceding the relevant date; or
(b) The average of the weekly high and low of the closing prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date.
Relevant Date here means the date of approval of the Corporate Debt Restructuring Package (Regulation 71 of ICDR).
My question is:
1. Chapter VII of ICDR says this part shall not be applicable if issue is u/s 81(3). If this is the case, how pricing shall be done? Again in the same chapter (Reg 71), Relevant Date has been defined for conversion of loan under CDR package. Does it mean, for CDR Section 81(3) is not applicable??
2. Again in Section 81(1A) and 81(3), there is a delimma, whether we have to pass a special resolution u/s 81(1A) for conversion of loan u/s 81(3), is it so??
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