10th February, 2016
Sub:
Procedure to deal with cases prior to April 01,2014 involving offer/ allotment
of securities to mare than 49 up to 200 investors in a financial year.
To all listed companies
Attention of all listed companies of the Calcutta Stock
Exchange is drawn to SEBI Circular Ref. No. CIR/CFD/DIL3/18/2015 dated December
31, 2015(copy available at CSE web-site at www.cse-india.com and
SEBI web-site at www.sebi.com) wherein
“As
a part of the continuing endeavor to streamline the process of public issue of
equity shares and convertibles, the following has been decided, in consultation
with the market participants-
·
Prior
to April 01, 2014, offer of securities- shares and debentures-by the companies
to more than 49 persons were deemed to be public offers. SEBI has initiated
penal action on receipt of specific complaints against the provisions of
Companies Act, 1956 and SEBI guidelines and Regulations governing public issue.
Under new Companies Act 2013, post April 01, 2014, any offer or allotment of
securities shall be construed as public issue if the number of
offerees/allotees exceeds 200 persons in a financial year, excluding certain
class of subscribers.
·
Considering
the higher cap for private placement provided in the Companies Act 2013, it has
now been decided that in respect of earlier cases involving issuance of
securities to more than 49 persons but up to 200 persons in a financial year,
the companies may avoid penal action if they provide the investors with an
option to surrender the securities and get the refund amount at a price not
less than the amount of subscription money paid along with 15% interest p.a
thereon or such higher return as promised to investors.
·
The
process followed by companies for providing option to their security holders to
surrender securities and obtain refund shall be supported by proof of dispatch
through registered or Speed Post by India Post or proof of delivery of letters
and also through crossed account payee cheque/crossed demand draft/internet
banking channels to enable audit trail.
·
Companies
are allowed to adjust the amounts already paid to the allottees either as
interest/dividend or otherwise from amount of refund to be paid to the
investors but in case of transfer of securities by the original allottees, the
option for refund shall be provided to the current holders of the securities.
·
The
company shall submit a certificate from an independent peer reviewed practicing
CA certifying compliance which states that it has been made after due
verification of documentary evidences including proof of dispatch/delivery of
letter, response of investors complaints from investors bank statements of the
company etc.
This is for information of all listed companies of CSE.
Deputy General Manager