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TMI BlogIssue of shares on preferential basis.X X X X Extracts X X X X X X X X Extracts X X X X ..... ntial offer made by a company to one or more existing members only, the provisions of sub-rule (1) and proviso to sub-rule (3) of rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 shall not apply.] 4[Provided further that] the price of shares to be issued on a preferential basis by a listed company shall not be required to be determined by the valuation report of a registered valuer. Explanation.- For the purposes of this rule, (i) the expression 'Preferential Offer' means an issue of shares or other securities, by a company to any select person or group of persons on a preferential basis and does not include shares or other securities offered through a public issue, rights issue, employee stock option scheme, empl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... relevant date with reference to which the price has been arrived at; (vi) the class or classes of persons to whom the allotment is proposed to be made; (vii) intention of promoters, directors or key managerial personnel to subscribe to the offer; (viii) the proposed time within which the allotment shall be completed; (ix) the names of the proposed allottees and the percentage of post preferential offer capital that may be held by them; (x) the change in control, if any, in the company that would occur consequent to the preferential offer; (xi) the number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price; (xii) the justification for the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t shares pursuant to conversion shall be determined- (i) either upfront at the time when the offer of convertible securities is made, on the basis of valuation report of the registered valuer given at the stage of such offer, or (ii) at the time, which shall not be earlier than thirty days to the date when the holder of convertible security becomes entitled to apply for shares, on the basis of valuation report of the registered valuer given not earlier than sixty days of the date when the holder of convertible security becomes entitled to apply for shares: Provided that the company shall take a decision on sub-clauses (i) or (ii) at the time of offer of convertible security itself and make such disclosure under sub-clause (v) of claus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ification F. No. 01/04/2013(Part I) CL-V - dated 18/06/2014. 3. Inserted vide Not. 1/4/2013-CL-V(Pt I) - Dated 18-3-2015 4. Substituted vide Not. 1/4/2013-CL-V(Pt I) - Dated 18-3-2015, before it was read as, "provided that" 5. Omitted vide F. No. 01/04/2013 CL-V (part-II) - Dated 19-7-2016 before it was read as, " (c) the securities allotted by way of preferential offer shall be made fully paid up at the time of their allotment. " 6. Substituted vide F. No. 01/04/2013 CL-V (part-II) - Dated 19-7-2016 before it was read as, " (h) where convertible securities are offered on a preferential basis with an option to apply for and get equity shares allotted, the price of the resultant shares shall be determined beforeh ..... X X X X Extracts X X X X X X X X Extracts X X X X
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