Procedure for issue of shares on rights basis in case of an unlisted company.
(1) Authorised share capital. Check that there is sufficient authorised share capital in the memorandum of association to accommodate the increase in the subscribed share capital that will arise due to the proposed rights issue. If the authorised share capital is inadequate, the memorandum of association must be amended to increase it by a suitable amount. If the articles also contain the authorised share capital, the articles also will have to be amended.
(2) Letter of Offer. Draft a Letter of Offer. As per section 81(1)(b), a 'notice' should make the offer of rights shares. This notice is called 'Letter of Offer'. (give atleast 15 days time to shareholders for exercising their option) It is a document sent to the shareholders of a company offering them shares in a rights issue. No form has been prescribed of the Letter of Offer. It should contain the following information:
(a) Brief history of the company;
(b) Nature of business carried on by the company;
(c) Highlights of the financial performance for 3 to 5 years;
(d) Management perception about the future prospects of the company;
(e) Particulars of directors, including managing and whole-time directors;
(f) Details of the proposed rights issue;
(g) The number of shares held by a shareholder and the number of rights shares;
(h) Terms and conditions of the present issue and mode of payment.
(3) Board's Approval. Convene a Board meeting and pass the following resolutions:
(a) To approve the proposal of issuing new shares on rights basis and decide the price, total number of shares to be offered, proportion in which the rights shares will be offered, etc;
(b) To approve a draft Letter of Offer;
(c) To fix a date as a record date (or dates of closure of the Register of Members) for drawing up a list of members eligible to receive the offer;
(d) To approve a draft application form (for subscribing to the rights shares, additional shares, splitting the rights renunciation);
(e) To authorize Company Secretary or other officer to send the Letter of Offer to the members and to do such acts, deeds and things as may be necessary to give effect to the Board's decision;
(f) To convene a general meeting for passing necessary resolutions, if any; to fix date, time and place of the general meeting and to authorize the Company Secretary or other officer to issue notice of the meeting.
(4) General meeting. A general meeting will be convened to pass necessary ordinary/special resolution, if the articles require a resolution. Ensure that the explanatory statement annexed to the notice of the meeting fully explains the objects and reasons for the rights issue and justification therefore.
(5) Filing of resolution. The special resolution passed at the general meeting will be filed with the Registrar of Companies. If a resolution for increasing the authorized share capital has been passed, requisite registration fee will be paid at the Registrar's office.
(6) Record Date/Book Closure. Announce a record date/book closure as decided by the Board of directors well in advance allowing at least 2 to 3 weeks for lodgement of share transfer forms so as to exercise the right to take the rights shares. The closure of the Register of Members should be in accordance with the provisions of section 154 of the Companies Act.
(7) Drawing up list of members. After the record date/book closure is over, draw up a list of members to ascertain members eligible to subscribe to the rights shares.
(8) Despatching Letter of Offer. Despatch the Letter of Offer to the members eligible to subscribe to the rights issue as per the list of members drawn up. The Letter of Offer should be accompanied by application form for subscription, splitting, renunciation, etc. The Letter of Offer should be sent to the shareholders in such a manner that they get at least 15 days time to apply.
(9) Collection and scrutiny of application forms. Within a week after the last date for making the application, collect the application forms received and scrutinize them in all respects. Sort the valid applications and defective applications. Prepare a statement of allottees with all relevant particulars.
(10) Allotment. Convene a meeting of the Board/Allotment Committee and pass a resolution for allotment and file Return of Allotment with the Registrar of Companies.
(11) Allotment Letter/Share Certificates. Prepare and despatch Letters of Allotment. Alternatively, prepare and despatch Share Certificates to the allottees. In any case, Share Certificates should be despatched within 3 months from the date of allotment
(12) Regret Letters/Refund Orders. Simultaneously, prepare and despatch regret letters and refund orders to the applicants to whom no shares have been allotted.
(13) Entry in the Register of Members. Immediately after the allotment, enter the particulars of the allottees in the Register of Members.
SAMPLE LETTER OF OFFER
SUBJECT: RIGHT ISSUE OF ……… EQUITY SHARES OF RS.10/- EACH AGGREGATING TO RS. ………. ON RIGHT BASIS
Keeping in view the expansion and growth, the Company intends to raise the required funds by way of induction of the fresh Equity Share Capital of the Company. Henceforth, in view of the business plan and regulatory compliance, Board of Directors passed a resolution at its meeting held on ….2008 and the shareholders at the Extra-Ordinary General Meeting held on ……….. approving the aforesaid Right issue of Rs. …./-
…… Equity Shares of Rs.10/- each at par are being offered for subscription to the Equity shareholders on right basis in proportion to their present shareholding in existing paid up capital of the Company, subject to rounding off. These shares are being offered to those shareholders whose name appears in Register of Members of the Company on ……. being the Record Date fixed by the Board of Directors. The issue shall remain open for a period on .. days commencing from …… to .., till the close of working hours.
As your name appears in the Register of Members on the aforesaid Record Date, you are therefore entitled for ….. equity shares of Rs.10/- aggregating to an amount of Rs. ……../- under this right offer. You may kindly accept and apply for the aforesaid equity shares hereby offered to you by filling the application form and submitting the same along with full amount on or before the close of business hours on……...
As per the provisions of Section 81(1) of the Companies Act, 1956, you have also right to renounce your entitlement of the equity shares in part or full in favour of one or more person(s) as per your discretion. You may also apply for additional equity shares over and above the number of equity shares to which you are entitled to, provided allotment of additional equity shares will be considered for unsubscribed portion, if any, as per discretion of the Board of Directors of the Company.
Further, unsubscribed portion of the above rights issue, if any or any fraction thereof shall be disposed off as per discretion of the Board of Directors of the Company as deem fit in the best interest of the Company.
For & on behalf of the Board
For …………………… Limited
1. Share Application form
2. Letter of offer