Share issue by unlisted company

Please help me to resolve following issue :

X Ltd. an unlisted (public) company with paid up capital of Rs.5 lacs  (par value Rs. 10) having two prmoters A Ltd. and B Ltd. with equal shareholding.

Now X Ltd. wants to increase its share capital in the any one of the following manner:

1) can X Ltd. issue further shares to A Ltd. and B Ltd. proportionately @ Rs. 10 and at the same time to C Ltd. @ premium of Rs.40 per share for 20% holding. or

2) can X Ltd. issue further shares to A Ltd. and B Ltd. proportionately @ Rs. 10 per share and later on say one month after to C Ltd. @ premium of Rs.40 per share for 20% holding. or vice versa.

can a compnay do so, if yes under which section of the Companies Act, 1956 or if not then under which section of the Companies Act, 1956.

Please reply................

Thanks & regards,

 

 

Replies (5)

Hi

 

In case of public company, they can issue further shares as per section 81(1A)  read with Unlisted Public Companies (Preferential Allotment) Rules, 2003.

You can do so as per your above proportionate pattern.

 

Regards

Kindly see the attached file.

Thanks for prompt reply but kindly note that Section 81 and Unlisted Public Companies (Preferential Allotment) Rules, 2003 does not talk about differential pricing of shares.  The above mentioned provisions specifies only the proecedures to be followed.

My specific question is about differential pricing for further issue to promoter companies (in the above case A Ltd. and B Ltd.) and new investor (C Ltd.) by unlisted company (X Ltd.). 

I searched the issue into corporate law book but could not find anything relevant.  Companies Act, silent about the issue. 

Could you please provide some case laws/studies where any company has done this for clarification.

Thanks & regards,

 

 

 

Thanks & regards,

 

 

I would like to add up further that while searching net (https://www.yourcompanysecretary.com/PROCEDURES/XIII-6.htm)  I found that differential pricing is not permitted for composite issue of an existing unlisted company which makes the public issue for the first time.

I want to make sure whether the above provision is correct if yes then what is the relevant section.

Thanks & regards,

Hello,

Can anyone please provide the checklist stating the procedure to be followed by the Public Limited Company (Unlisted) to Issue shares and the relevant forms which have to be uploaded with ROC..

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
07 October 2026
Senior Account Manager

Amplio Invest

Mumbai

M.Com

View Details
Company
06 October 2026
Assistant Manager - Audit and Compliance

Ravi K Jain & Co

Noida

Others

View Details
Company
ARTICLESHIP 18 September 2026
Industrial Trainee

Twenty Point Nine Five Ventures Private Limited

Noida

CA Inter

View Details
Company
16 September 2026
Internal Audit - Team Lead

Consulting & Beyond

Chennai

CA

View Details
Company
30 September 2026
Senior Accountant

Codeboard Technology

Chennai

B.Com

View Details
Company
08 October 2026
Account Executive

Elite Taxation

New Delhi

CA Foundation

View Details
Company
12 October 2026
Chartered Accountant - Internal Audit

HKC | Chartered Accountants & Business Advisors

Ludhiana

CA

View Details
Company
ARTICLESHIP 21 September 2026
CA Article Assistant

KK & Company Chartered Accountant

Pune

CA Inter

View Details