06 July 2024
To issue unissued shares of a public unlisted company that already has an ISIN (International Securities Identification Number), the process typically involves the following steps:
**Board Resolution**: The board of directors of the company must pass a resolution approving the issuance of new shares. This resolution should specify the number of shares to be issued, the issue price or mechanism for determining the issue price, and any other relevant terms and conditions.
**Offering Document**: Prepare an offering document such as a prospectus or offer letter detailing the terms of the share issuance. This document should comply with regulatory requirements, including those of the Securities and Exchange Board of India (SEBI) and other relevant authorities.
**Approval**: Obtain necessary approvals as per the Companies Act, SEBI regulations, and any other applicable laws or regulations. This may include approval from shareholders if required by the Articles of Association or applicable laws.
**Allotment**: Allot the shares to the applicants who have applied for them. This involves issuing allotment letters to the applicants indicating the number of shares allotted to them, the issue price, and any other relevant details. The allotment process should be in accordance with the terms specified in the offering document.
**Filing and Reporting**: File necessary forms and documents with regulatory authorities such as SEBI, stock exchanges (if applicable), and Registrar of Companies (RoC) as per their requirements. This may include filing of a return of allotment within the prescribed timelines.
**Listing (if applicable)**: If the shares are to be listed on a stock exchange, comply with listing requirements including submission of listing application and meeting listing criteria.
**Distribution through Depository Participants (DP)**: After allotment, the company will distribute the shares to the shareholders through their Depository Participants (DPs). DPs will credit the shares to the demat accounts of the shareholders based on the information provided by the company.
**Payment**: Ensure that the shareholders make the necessary payment for the shares allotted to them as per the terms specified in the allotment letter or prospectus.
**Update ISIN Records**: Update the company's ISIN records to reflect the issuance of new shares. This may involve notifying the relevant depositories and authorities about the new share issuance.
**Compliance**: Ensure compliance with all regulatory requirements and maintain proper records of the share issuance process.
It's crucial to consult with legal and financial advisors familiar with securities laws and regulations to ensure compliance throughout the share issuance process. These professionals can provide tailored guidance based on the specific circumstances of the company and its regulatory environment.
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