Checklist of Preferential Allotment

Activity

Provision

Yes/ No

Reg. 159 (1)

Eligibility of proposed allottees

No sold / Transfer of shares 90 days trading days before relevant date

Rule 13(2)

Check authorization from articles

Confirm or alter AOA

Sec. 42 (2) & R. 14 of Cos (PAS) Rules

Proposed allottees No.

Max. 200

Reg. 170(4)

Demat

Issue shares only In demat mode

164(1) & 166(A)

Valuation report

If shares allotment is > 5% of paid up capital or Issue arises changes in control

 ‘control  has the same meaning as per SEBI ( SAST) reg. 2011

164(5)

Frequently traded shares

Check whether shares are Frequently traded ( i.e. trading turnover is 10% or more in preceding 240 trading days of overall turnover in this period ) for pricing norms

164(1)

Pricing norms

If Frequently Traded

• >5% higher of valuation report or as per AOA or 90/10 Trading days VWAP
• <5% - 90/ 10 trading days VWAP or as per AOA
• Change In Control – same parameters as including justification of price by I/Ds committee post board meeting

If Infrequently Traded

• As per valuation report

167(6)

Pre- Pre. Lock-in

 90 Trading days from allotment , starting from relevant date

167(1)

           Preferential issue Lock –In  

For Promoter/ Promoter Group

1. Upto 20% - 18 Months
2. Above 20% - 6 Months

For Others

                 6 Months Uniform

Reg. 29

Advance Intimation of Board Meeting

Prior intimation to stock exchange at least 2 Clear Working days in advance for board meeting

PIT

PIT Regulations and Cos. Code of Conduct

Trading window closure ( also intimate to stock exchange )

Sec 62(1)(c ) & 173 read with SS.1

Board Meeting

• Hold meeting of board by giving 7 days advance notice
• Consider issue of shares
• Consider price
• Consider forming committee of I/Ds ( if issue creates changes in control )
• Identify persons to whom allotment will be made
• Fix day, date , time and venue of meeting and approve notice with Explanatory statement u/s 102 to be passed by Special Resolution
• Fix Record Date
• Appoint Evoting agency *
• Appoint Scrutinizer
• Authorize CS/ any officer to issue notice and other allied matters (like NP publication, interact with intermediary etc.)  

Reg. 30 & Reg. 46(2)

Disclosure

Disclose to Stock exchange outcome within 30 mins. ( as per sebi Cir. Dtd 9/9/2015 ) and also post it on Co’s website

Sec. 42 ,117,179(3) R.24 of Mgmt. and admn rules & r. 14(8) of PAS rules

Filing Form

MGT-14 ( CTC of Board Resolution) within 30 days

163(1)

PCS Certificate

Obtain Certificate from PCS

160 (c ) & (f )

In Principal Approval

On or before dispatch of notice of general meeting

General meeting

Newspaper Advertisement

At least 21 days before AGM

62(1)(c ) ,42 , 100 ,110 & SS-2

General Meeting

Hold General Meeting to pass special resolution ( it may also be passed by Postal ballot – but voting time will be high )

Reg. 30 & 46(3)

Disclosure

Proceedings of general meeting within 24 Hrs.

Reg. 44

Voting Results

Within 2 working days ( format sebi circular 8/2015)

117 & Rule 24

Filing Form

MGT-14 with CTC of Resolution with Explanatory statement

42

Compliances

• Separate Bank account to park money received
• Record Name of Persons to whom application shall be made
• Offer Letter in PAS-4
• Sent within 30 days of recording of names
• Issue only after Filing MGT-14
• If existing shareholder are offered shares then no need of circulation of offer letter
• Maintain record of allottes in PAS -5

42 & 173

Allotment

Complete Allotment within 15 days of passing of special resolution by board or committee resolution (Circular resolution u/s 175 can also be passed )

Reg. 30 & 46(3)

Disclosure

Outcome of meeting to Stock exchange within 30 minutes & post it on website within 2 working days in format prescribed

Reg. 31

Statement

If allotment changes existing capital structure to 2% then within 10 days of allotment shareholding pattern to be filed with stock exchange

42(8)

Filing

File PAS -3 within 15 days of allotment ( i.e. Within 30 days of general meeting)

FEMA

Filing

If allottees are Foreign Resident or Company then file FC-GPR through RBI Firms Portal within 30 Days of allotment

Stock Exchange(s)

Listing Approval

Within 20 Days from Date of Allotment

Depository

Corporate Action

To Credit Allotted shares in NSDL/CDSL and pay stamp duty for capital admission

Stock Exchange

Trading Approval

Upon Capital Admission apply for Trading approval