What is the Issue of Shares?
The issue of shares is the process through which a company raises capital by offering ownership units called shares to investors.
Companies can issue shares to the public (in a public offering) or privately to specific investors.
There are different types of share issues—such as equity shares, preference shares, and rights issues—depending on the company's needs and the structure of the offer.
Why Do Companies Issue Shares?
Companies primarily issue shares for several key reasons: Raising Capital: This is the most common reason.
Funds raised can fuel expansion, acquire assets, invest in research and development, pay off debt, or simply boost working capital.
Improving Financial Standing: Issuing shares can improve a company's debt-to-equity ratio, making it more attractive to lenders.
Rewarding Employees: Companies might issue shares to employees as part of incentive plans (like Employee Stock Ownership or ESOPs) to boost motivation and loyalty.
Equity shareholders are the true owners, and they have voting rights in company decisions, including electing the board of directors.
They share in the company's profits (through dividends) and its losses.
Equity shares offer high return potential when the company does well, but also carry the highest risk, as shareholders are the last to be paid if the company is liquidated.
These shares can also be issued in different classes, such as with or without differential voting rights (DVRs), as permitted under Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014.
2.
Preference Shares Preference shares offer certain preferential rights over equity shares.
These typically include: Fixed Dividend: Preference shareholders usually receive a fixed rate of dividend before any dividends are paid to equity shareholders.
Priority in Repayment: In case of the company's winding up, preference shareholders have a priority claim on the company's assets over equity shareholders.
However, preference shareholders generally do not have voting rights.
Issuing preference shares is a smart way for companies to raise funds without giving up control, while offering investors more predictable returns.
In India, only redeemable preference shares are permitted under Section 55 of the Companies Act, 2013, meaning the company must repay them after a certain period.
These procedures are governed by the Companies Act, 2013, and SEBI regulations for listed companies.
Method 1: Public Issue (IPO/FPO) This approach allows companies to offer shares to the general public and is regulated by the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, commonly known as the SEBI ICDR Regulations.
Initial Public Offering (IPO): This is when an unlisted company offers its shares to the public for the very first time, leading to its listing on a stock exchange.
Public issues are complex, costly, and heavily regulated, requiring extensive compliance with SEBI guidelines.
Method 2: Private Placement This method involves offering shares to a select group of identified persons (not the general public) through a private offer letter.
It’s preferred by companies seeking quick capital without the heavy regulatory costs of a public issue.
Listed companies must comply with SEBI (LODR) Regulations for this process.
This method ensures that existing shareholders get the first opportunity to buy new shares, usually at a discounted price, allowing them to maintain their percentage of ownership.
It's a common method for companies to raise capital from their loyal investor base without diluting their stake.
Method 4: Bonus Issue A bonus issue involves allotting additional shares to existing shareholders free of cost, based on their current shareholding.
Companies typically use this method to capitalise their reserves (convert profits into share capital) and distribute wealth to shareholders without paying cash dividends.
The process for issuing bonus shares is governed by Section 63 of the Companies Act, 2013 , requiring strict adherence to rules on funding and approvals.
What is a Rights Issue and Why Do Companies Use It?
A rights issue lets companies raise funds by offering existing shareholders discounted shares based on their current holdings.
It’s governed by Section 62(1)(a) of the Companies Act, 2013 , and SEBI ICDR Regulations for listed firms.
Companies primarily use a rights issue because: Maintain Shareholder Proportion: It allows existing shareholders to maintain their proportionate ownership in the company, preventing dilution of their stake.
Faster and Cheaper: It's generally a quicker and less expensive way to raise capital compared to a public issue, as it avoids the complexities and costs associated with attracting new investors.
Build Confidence: A successful rights issue can signal confidence in the company's prospects, as existing owners are willing to invest more.
Rights Issue of Shares vs Bonus Shares The difference between rights issues and bonus shares is as follows: Feature Rights Issue of Shares Bonus Shares Definition New shares are offered to existing shareholders at a discounted price Free shares issued to existing shareholders from the company's reserves Consideration Shareholders pay to subscribe to new shares Shares are issued free of cost Purpose To raise additional capital for business needs To capitalise the company's accumulated profits Impact on Share Capital Increases both share capital and cash reserves Increases share capital but reduces reserves Impact on Ownership Ownership remains proportional if rights are exercised Ownership remains unchanged Regulatory Requirement Requires an issue offer, a letter of offer, and compliance with SEBI norms Requires board and shareholder approval under the Companies Act Investor's Choice Shareholders can accept, renounce, or ignore the offer Automatically allotted based on existing shareholding Procedure for a Rights Issue of Shares (Section 62) The right issue of shares process under Section 62 of the Companies Act, 2013, involves several distinct steps to ensure compliance and fairness.
Step 1: Convene the First Board Meeting The company's board of directors holds a meeting to discuss and approve the right issue of shares.
They decide on crucial aspects such as the issue size, the price at which shares will be offered, the ratio of shares (e.g., 1 new share for every 2 held), the record date (to identify eligible shareholders), and the duration of the offer period.
For certain specified IFSC public companies, a shorter period may apply if 90% of members consent.
Step 4: File Form MGT-14 (for Special Resolution) Public companies must file Form MGT-14 with the ROC within 30 days of passing the special resolution for the rights issue.
This form notifies the ROC about the special resolution passed by the board.
Step 5: Receive Applications and Money During the designated offer period, shareholders can either accept the offer fully or partially, or they can choose to renounce their rights in favour of another person.
The company collects the completed application forms and the necessary application money from the subscribers.
Step 6: Convene the Second Board Meeting After the offer period concludes and all applications and money are received, the board convenes another meeting.
They review the applications and pass a board resolution to formally allot the shares to the successful applicants formally.
This allotment must occur within 60 days of receiving the application money.
Step 7: Allotment of Shares and Filing Form PAS-3 The shares are formally allotted to the applicants as per the board resolution.
The company must then file Form PAS-3 (Return of Allotment) with the ROC within 30 days of passing the allotment resolution.
This form provides comprehensive details of the new shareholding structure following the issue of shares.
Step 8: Issuance of Share Certificates Within 60 days from the date of allotment, the company is legally required to prepare and issue a share certificate to the new shareholders.
These certificates serve as physical or dematerialised proof of their ownership in the company.
For dematerialised shares, the allotted shares are credited directly to the shareholder’s demat account through a Corporate Action processed by the depositories like CDSL or NSDL.
When a company issues shares, existing shareholders receive the option to buy new shares.
However, they don't have to exercise this option themselves.
They can 'renounce' their right in favour of another person (or multiple persons).
This renunciation offers flexibility to those who don’t want to invest more but wish to gain value from their rights.
For listed companies, this renunciation happens by trading “Rights Entitlements” (RE) on the stock exchange during a set period.' Documents and Forms Required for a Rights Issue For a smooth right issue of shares, companies need to prepare and file specific documents and forms: Board Meeting Notice & Minutes: For both the first (approving the issue) and second (approving allotment) board meetings.
Special Resolution (if applicable): A special resolution is required only if the Articles of Association mandate it or if the rights issue is non-proportional or offered to non-shareholders under Section 62(1)(c).
Letter of Offer (Form PAS-4): The formal document sent to shareholders, known as the Letter of Offer, is not always mandatory for a rights issue unless it falls under the criteria of a private placement.
Share Application Form: For shareholders to apply for shares.
List of Eligible Shareholders: As per the record date.
Bank Statements: Proof of receiving application money.
Statutory Registers: Updated Register of Members and Register of Allotments.
Share Certificates: To be prepared and issued to allottees.
What is a Bonus Issue and When Can It Be Announced?
A bonus issue of shares involves a company distributing additional shares to its existing shareholders without cost.
The company converts its reserves (like accumulated profits) into share capital.
Companies typically opt for a bonus issue when: They have accumulated large reserves but prefer to conserve cash for business operations rather than paying out cash dividends.
They want to increase their company's share capital.
They aim to enhance the marketability and liquidity of their shares by increasing the number of outstanding shares, which often reduces the per-share price, making it more accessible to retail investors.
They wish to reward shareholders and signal financial strength and growth prospects.
Rules and Sources for Issuing Bonus Shares in India The procedure for the issue of bonus shares is governed by Section 63 of the Companies Act, 2013, and certain rules: Aspect Details Governing Law Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations Approval from the Board Requires approval from the Board of Directors through an ordinary resolution Authorised Capital Check Bonus issue must be within the authorised share capital; if not, capital must be increased Fully Paid-up Shares Bonus shares can only be issued to holders of fully paid-up equity shares No Default Condition The company must not have defaulted on payments of interest or principal on fixed deposits or debt Time Frame for Allotment Bonus shares must be issued within 15 days of shareholder approval (if no regulatory approval is needed) Permitted Sources - Free reserves- Securities premium account- Capital redemption reserve Not Allowed From - Revaluation reserves- Unrealised gains or profits- Reserves created from asset sale Procedure for Initiating a Bonus Issue of Shares (Section 63) The issue of bonus shares is a clear and regulated process that companies follow to distribute shares free of cost to existing shareholders, typically by capitalising reserves.
Step 1: First Board Meeting & Authorisation Check The Board of Directors convenes a meeting to consider and recommend the bonus issue of shares.
During this meeting, they decide on key details like the: The specific ratio of the bonus issue (e.g., 1:1, 1:2) The record date determines eligibility for bonus shares The exact amount to be capitalised from free reserves, securities premium, or capital redemption reserve account.
A formal board resolution for the issue of shares recommending the bonus issue is passed and duly recorded in the minutes.
Simultaneously, the board must ensure that the company's Articles of Association (AOA) authorise the bonus issue of shares.
If the AOA does not allow it, a separate process to amend the AOA must be initiated before proceeding.
The company must also confirm it has not defaulted on statutory dues to employees (like PF, gratuity) or principal/interest payments on fixed deposits or debt securities.
Step 2: General Meeting & Shareholder Approval Following the board's recommendation, the company must call for a General Meeting of shareholders (either an Extraordinary General Meeting or the Annual General Meeting ).
In this meeting, shareholders are presented with the proposal for the bonus issue of shares.
They must then approve the bonus issue by passing an Ordinary Resolution.
This crucial step signifies shareholder consent for using the company's reserves for a bonus issue.
Once this resolution is passed, the company cannot revoke the bonus issue.
Step 3: Second Board Meeting (for Allotment) After obtaining the necessary shareholder approval, the board of directors holds another meeting.
In this meeting, they passed a board resolution for the issue of shares to formally allot the bonus shares to all eligible shareholders as per the approved ratio and record date.
This resolution finalises who gets how many bonus shares.
Step 4: Filing Form PAS-3 Once the allotment resolution is passed, the company must file Form PAS-3 (Return of Allotment) with the Registrar of Companies (ROC) .
This filing must be completed within 30 days of passing the allotment resolution.
Form PAS-3 is crucial for officially recording the rise in a company’s paid-up share capital from a bonus issue with the Registrar of Companies (ROC).
It should contain the board resolution, allotment details, and the list of allottees along with their shareholdings.
Step 5: Issuance of Share Certificates The final step involves the preparation and issue of share certificates to the shareholders for their newly allotted bonus shares.
These certificates must be prepared and dispatched within 60 days from the date of the allotment resolution.
For dematerialised shares, this means crediting the shares to the shareholders' Demat accounts.
Documents and Forms Required for Issuing Bonus Shares For a bonus issue of shares, companies typically require: Board Meeting Notice & Minutes: For both the recommendation and allotment meetings.
General Meeting Notice & Minutes: Showing shareholder approval of the bonus issue.
Copy of Altered AOA (if applicable): If the Articles were amended to allow the bonus issue.
Audited Financial Statements: To verify the existence and availability of eligible reserves.
Statutory Registers: Updated Register of Members and Register of Allotments.
What is Private Placement and Who is Eligible?
Private placement is a method of issuing securities (shares, debentures, etc.) to a select group of identified persons, rather than the general public.
Compared to a public issue, it's a faster and less cumbersome way for companies to raise capital.
Who is Eligible?
A private placement can be offered to specific individuals or groups chosen by the Board of Directors, but not to the general public.
It is limited to a maximum of 200 identified persons per financial year for each type of security, excluding Qualified Institutional Buyers (QIBs) and employees under ESOP schemes.
This typically includes: High Net Worth Individuals (HNIs) Institutional investors (e.g., mutual funds, insurance companies) Promoters or their relatives Employees (under specific schemes like ESOPs) Strategic investors Rules for Private Placement Under the Companies Act, 2013 Private Placement under the Companies Act, 2013 (Section 42) is subject to strict rules to prevent misuse: Board Resolution: A board resolution for the issue of shares by way of private placement is mandatory.
Shareholder Approval: Shareholder approval through a Special Resolution is required for each offer or invitation unless the offer is made to Qualified Institutional Buyers (QIBs).
However, if shareholders have previously approved a single resolution covering multiple tranches, it remains valid for 12 months.
Identified Persons: The offer can only be made to a maximum of 200 identified persons in a financial year, excluding Qualified Institutional Buyers (QIBs) and Employees subscribing through ESOPs.
Offer Letter (PAS-4): The offer must be made through a formal Private Placement Offer Letter in Form PAS-4.
Application Money: Application money must be paid from the subscriber’s bank account; cash payments are not allowed and kept in a dedicated bank account.
Return of Allotment: A Return of Allotment (Form PAS-3) must be filed with the ROC.
Procedure for a Private Placement Issue of Shares The procedure for a private placement is precise and must be followed carefully to ensure legal compliance under Section 42 of the Companies Act, 2013 .
Step 1: Board & Shareholder Approvals, and Offer Preparation Identify Investors: The Board of Directors first identifies the specific individuals or entities (the "identified persons," keeping in mind the 200-investor limit per financial year) to whom the private placement offer will be made.
First Board Meeting: The Board then convenes to approve the private placement offer and its detailed terms (including the issue size, price, and type of securities).
In this meeting, they also resolved to call a General Meeting of shareholders.
A formal board resolution for the issue of shares via private placement is passed.
General Meeting: A General Meeting of shareholders is convened.
This approval is mandatory for each specific private placement offer.
Issue Offer Letter (Form PAS-4): After the special resolution is passed, the company prepares and issues the formal Private Placement Offer Letter in Form PAS-4 to the identified investors.
This letter must be dispatched within 30 days of the General Meeting.
File Offer Record (Form PAS-5): Simultaneously with issuing the offer letter, the company must maintain a comprehensive record of all private placements in Form PAS-5.
This record details every offer or invitation made.
Step 2: Receiving Funds & Allotment Receive Application Money: The identified investors submit their application forms and the required application money.
It's critical that this money is received only through banking channels (no cash is allowed) and is deposited into a separate bank account specifically dedicated to this private placement issue.
Allotment of Securities: After receiving the application money, the Board of Directors must hold another meeting to pass a board resolution for the issue of shares and formally allot the shares to the successful applicants.
This allotment must be completed within 60 days of receiving the application money.
If shares are not allotted within this period, the application money must be refunded within the subsequent 15 days, failing which it attracts interest.
File Return of Allotment (Form PAS-3): Within 30 days of passing the allotment resolution, the company must file Form PAS-3 (Return of Allotment) with the Registrar of Companies (ROC).
This filing provides complete details of the securities allotted and the new shareholding structure.
Issue of Share Certificates: Finally, within 60 days of the allotment resolution, the company must prepare and issue share certificates to the allottees, serving as their proof of ownership.
For dematerialized shares, this means crediting the shares to the investors' Demat accounts.
The 200-Investor Limit and Other Important Conditions for Private Placement The 200-investor limit is a cornerstone rule for private placements under the Companies Act, 2013.
A company cannot make an offer or invitation for private placement to more than 200 identified persons in a single financial year.
This limit applies to each kind of security separately (e.g., 200 for equity shares, 200 for debentures).
No Public Solicitation: Companies cannot publicly advertise or use agents to market the private placement offer.
Money from Bank Account: All application money must come from the subscriber's bank account, not cash.
Utilise Funds: The funds received can only be used after completing the allotment process.
No Further Offer: A company cannot launch a new private placement offer for the same security until the previous offer is either completed or withdrawn.
Additional requirements include obtaining consent letters from allottees and submitting a valuation report when shares are issued at a premium or to non-residents under FEMA.
The company must also provide a list of allottees along with their PAN and Demat details.
This differs from a standard issue of shares because it's not primarily about raising funds.
It's a way for companies, especially startups or those in knowledge-intensive sectors, to compensate key personnel for their non-monetary contributions and align their interests with the company's long-term growth.
Procedure for Issuing Sweat Equity Shares (Section 54) The procedure for issuing Sweat Equity Shares is governed by Section 54 of the Companies Act, 2013.
Step 1: Obtain Authorisation, Valuation & Set Terms Authorisation Check (AOA & Board Resolution): First, verify that the company's AOA permits the issue of shares as sweat equity.
If not, the AOA must be amended.
Then, the Board of Directors holds a meeting to pass a board resolution for the issue of shares as sweat equity.
This resolution determines the key terms and proposes the issue for shareholder approval.
Shareholder Approval (Special Resolution): A General Meeting is convened where shareholders must approve the issue of shares as sweat equity by passing a Special Resolution.
This resolution must specify the number of shares, their current market price, the consideration (if any, other than cash), and the class of directors/employees to whom they will be issued.
For public companies, Form MGT-14 is filed with the ROC within 30 days of this Special Resolution.
Valuation: The value of the sweat equity shares, or the intellectual property/value-added services for which they are issued, must be determined by a registered valuer.
This ensures a fair and compliant valuation.
Also, the 50% limit applies only to startups recognised by the Department for Promotion of Industry and Internal Trade (DPIIT), not all startups.
Lock-in Period Confirmation: Recipients should be informed that these shares are subject to a compulsory three-year lock-in from the allotment date, during which transfer is not allowed.
This lock-in is mandated by Rule 8(6) of the Companies (Share Capital and Debentures) Rules, 2014.
Step 2: Allotment, Filing & Certificate Issuance Allotment of Shares: After obtaining shareholder approval and completing all preliminary steps, the Board of Directors holds another meeting to formally allot the sweat equity shares to the identified directors or employees.
A board resolution for the issue of shares for the actual allotment is passed.
Filing Form PAS-3: The company must file Form PAS-3 (Return of Allotment) with the Registrar of Companies (ROC) within 30 days of passing the allotment resolution.
This form officially registers the details of the sweat equity shares issued.
Issue of Share Certificates: Within 60 days of the allotment resolution, the company is required to prepare and issue share certificates to the allottees, serving as their proof of ownership for these sweat equity shares.
What is an Employee Stock Option Plan (ESOP)?
An Employee Stock Option Plan (ESOP) is a popular incentive scheme used by companies, particularly startups and growing businesses, to reward and retain employees.
Under an ESOP, employees are granted the "option" (but not the obligation) to buy a certain number of the company's shares at a pre-determined price (the "exercise price") on a future date.
This allows employees to participate in the company's growth; if the share price increases, they can exercise their options, buy shares at the lower exercise price, and potentially sell them for a profit.
Implementing an ESOP scheme involves careful planning and adherence to regulations for a private limited company.
Step Description 1.
Board Approval Conduct a board meeting to approve the draft ESOP scheme and call for an EGM (Extraordinary General Meeting).
2.
Draft ESOP Policy Prepare the ESOP scheme document outlining eligibility, vesting schedule, exercise price, and terms.
3.
Shareholder Approval Pass a special resolution in the EGM to approve the ESOP scheme under Section 62(1)(b) of the Companies Act.
4.
Amend Articles of Association If required, modify the AoA to authorise the issue of ESOPs and reflect the scheme details.
5.
Valuation of Shares Get shares valued by a registered valuer to determine the fair market value for ESOP allotment.
6.
Grant of Options Issue grant letters to eligible employees specifying the number of options, vesting schedule, and terms.
7.
Vesting and Exercise Allow employees to vest their options over time and exercise them at the predetermined price.
8.
Allotment and ROC Filing On exercise, allot equity shares and file Form PAS-3 with the Registrar of Companies (ROC).
9.
Following regulations ensures the process is valid and prevents future complications.
A.
Companies Act, 2013, and SEBI This legislation and regulatory framework set the foundation and detailed rules for all share issuance activities in India.
Sections 42 (Private Placement) Section 54 (Sweat Equity) Section 62 (Rights Issue) Section 63 (Bonus Issue) is particularly relevant.
SEBI Regulations: For listed public companies, the Securities and Exchange Board of India (SEBI) regulations (e.g., SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018) impose additional stringent compliance requirements, especially for public issues.
B.
Board Resolutions and Shareholder Approvals Obtaining the necessary approvals from the board and shareholders is a crucial step to ensure the legitimacy of the share issue.
Board Resolutions: For virtually all methods of issue of shares, a board resolution for the issue of shares is the initial step to propose or approve the issue.
This must be duly recorded in the board meeting minutes.
Shareholder Approvals: Depending on the type of issue, either an Ordinary Resolution or a Special Resolution from shareholders in a General Meeting is required.
This ensures transparency and shareholder consent.
Public companies need to file Form MGT-14 for special resolutions.
C.
Share Certificates and Demat Shares Issuance and proper recording of share ownership complete the share issue process.
Issue of Share Certificate: For physical shares, companies must prepare and issue a share certificate to allottees within 60 days of allotment.
These certificates are physical proof of ownership.
Demat Shares: For listed companies, shares are always held in dematerialised (Demat) form.
Even for unlisted public companies and increasingly for larger private companies, shares are held in Demat form.
Common Risks in the Share Issue Process Despite clear procedures, the issue of shares can face several pitfalls.
Being aware of these helps in proactive risk management.
Regulatory Compliance Risks Non-compliance: Failure to strictly adhere to the Companies Act, SEBI regulations, or other relevant laws can lead to hefty fines, penalties, or even imprisonment for directors.
Procedural Lapses: Missing deadlines for filings (e.g., Form PAS-3, MGT-14), incorrect disclosures, or improper conduct of meetings can invalidate the share issue.
Changes in Law: The regulatory landscape can change, requiring constant vigilance and adaptation.
Pricing and Valuation Risks Underpricing/Overpricing: Setting the share price too low means the company raises less capital than it could have.
Overpricing, especially in a public issue, can lead to undersubscription and a failed issue.
Valuation Disputes: For private placements or sweat equity, determining a fair valuation of shares or non-cash consideration can lead to disagreements or regulatory scrutiny if not done by a registered valuer.
Documentation Errors Inaccuracies: Errors in application forms, offer letters, board minutes, or shareholder resolutions can lead to legal complications.
Missing Documents: Failure to submit all required documents to the ROC or other authorities can delay or reject the issue process.
Skill Shortage: The complex legal, financial, and procedural aspects of an issue of shares require specialised knowledge.
This underscores why expert guidance for corporate accounting issues of shares is vital.
Share Allotment Certificate A Share Allotment Certificate is an official document issued by a company to confirm that specific shares have been allotted to a particular individual or entity.
It acts as proof of ownership and is issued after proper board approval and ROC compliance.
How to Download the Share Certificate Online?
To download your share allotment certificate: Log in to your company's digital record system or request it from your company secretary.
How to Check Share Allotment Status Online?
To check the status: Visit the MCA portal (Ministry of Corporate Affairs).
Go to the View Public Documents section.
Enter your company’s CIN and complete authentication.
If any issue arises, consult your company secretary or legal advisor for clarification.
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