Sarada (N.A.) (63 Points)
27 January 2011Hi
I would like to know the procedure / check list for issue of redeemable preference shares (u/s 80 & 81A) by a listed company. Do ICDR regulations apply if it is a private placement, i.e., preferential allotment by listed companies.
Would the procedure be different if the redeemable preference shares would be / would not be listed on stock exchanges?
Thanks
nidhigoel89
(Company Secretary )
(594 Points)
Replied 28 January 2011
Hello.....
Attached file may solve ur query to an extent............
Regards
Nidhi
CS Snehal
(Compliance Manager)
(346 Points)
Replied 28 January 2011
ICDR Regulations apply for private placement
nidhigoel89
(Company Secretary )
(594 Points)
Replied 28 January 2011
Sry, forgot to attach
Sarada
(N.A.)
(63 Points)
Replied 28 January 2011
Thanks Nidhi. I'm looking for a check list for "issue of redeemable preference shares", not for redemption. In case you have a checklist for issue, please help me with the same too.
nidhigoel89
(Company Secretary )
(594 Points)
Replied 28 January 2011
Hello!
Ur welcome.
Nd attached file may fulfill ur purpose...........
Regards
Nidhi
Jaideep
(Service)
(1368 Points)
Replied 28 January 2011
| Originally posted by : CS Snehal | ||
 |
ICDR Regulations apply for private placement |
 |
Well in my opinion ICDR is not applicable to issue of preference share. Definition of security as defined in ICDR includes only Equity and convertible equity shares.
Hi, Nidhi,
As per your attached check list, company need to appoint grading agency. Will you please guide us where this requirement are incorporated???
Thanks
CS Snehal
(Compliance Manager)
(346 Points)
Replied 28 January 2011
Privately placed issues attract ICDR regulations. For preference shares they are silent.
The question reads as : Do ICDR regulations apply if it is a private placement, i.e., preferential allotment by listed companies
My reply was to this query.
Private placement of equity and convertible securities.
Jaideep
(Service)
(1368 Points)
Replied 28 January 2011
Hi Snehal,
If that is case, I apologies for taking your reply in wrong way...!
Query is still open as correctly pointed by CS Snehal, for preference shares ICDR is silent. So what will be the procedure for issue of redeemable preference share for listed company and if such issue is on private placement.
Thanks & Regards
Jaideep Pandya
nidhigoel89
(Company Secretary )
(594 Points)
Replied 29 January 2011
Hello Jaideep!
As Mr. Sarda was asking for check list for "issue of redeemable preference shares" which was available in my files. So i just provided the same to him. Rest i havnt done something like this practically. So, i dont think so i m the right person to comment on appointment of grading agency. I will read about the same and get back to u if i will find something related to that.
Regards
Nidhi
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 29 January 2011
First of all ICDR regulations are not applicable in case of issue of Preference Shares.
Secondly, these preference shares are not required to be issued to the Stock Exchange.
The checklist is as under:-
1 Ensure issued of preference shares are given in the Articles. if not, alter the articles by passing Special Resolution and file form 23 within 30 days.
2. Check whether the Authorised Capital need changes or not. If required change, alter MOA by passing ordinary resolution and file form 5 within 30 days.
3. Hold a board meeting and discuss the matter to issue the preference shares on preferential basis. And issue notice of General Meeting.
2. In case of listed company send intimation about outcome of board meeting to the SE within 15 minutes by way of fax.
3. Hold General Meeting and pass Special Resolution udner section 80, 81(1A)
4. File form 23 within 30 days.
4.Issued notice of board meeting regarding allotment of preference shares on preferential basis and intorm to the SE.
5. Hold Board Meeting and allot shares.
6. Send intimation to the SE within 15 minutes by way of fax.
7. File form 2 within 30 days.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 29 January 2011
Furthermore, in every disclosure or intimation to the Stock Exchange, specifically mention that these Preference Shares are not sought to be listed at any stock exchange.
Sarada
(N.A.)
(63 Points)
Replied 31 January 2011
Thanks a lot Mr Srivastava. This is really helpful.
- Can we do away with a general meeting and have the resolution passed by postal ballot?
- Also, in case we need to list these preferential shares, what is the procedure?
Thanks once again.
CS Snehal
(Compliance Manager)
(346 Points)
Replied 31 January 2011
Hi Jaideep,
There is no need for appologies. This is an open forum and we professional collegues must accept all views.
Sarada,
First of all please understand the difference between preferential issue of shares and issue of preference shares. You question is on a dicy ground with these words: in case we need to list these preferential shares, what is the procedure...
Jaideep
(Service)
(1368 Points)
Replied 31 January 2011
Thanks Nidhi for your attention on the point of Grading Agency... plz get back to us if u find any point on the same...
Thanks Snehal,
Sarda,
Company can very well pass the resolution through postal ballot, there is no bar as such...
secondly for listing of these preferential preference share, company need to take in-princlipal approval from stock exchange, where it intend to get listed.
Regards
CAclubindia
