RAISING OF FUNDS FROM EQUITY & PROCEDURAL ASPECTS – PUBLIC FUNDING
ISSUE OF SECURITIES – BASIC CONCEPTS
Q1. Write a note on: Various methods of raising funds by a company from primary market [Dec. 2013 (4 Marks)]
Or
Discuss briefly following methods of raising funds from the primary capital market:
(1) Public Issue
(2) Right Issue
(3) Preferential Allotment
(4) Private Placement
(5) Qualified Institutional Placement (QIP) [June 2012 (5 × 3 = 15 Marks)]
Or
What do you understand by Qualified Institutions Placement (QIP)? [June 2013 (5 Marks)]
Ans.: Public Issue of shares means the selling or marketing of shares for subscription by the public by issue of prospectus. For raising capital from the public by the issue of shares, a public company has to comply with the provisions of the Companies Act, 2013, the SCR Act, 1956 including the Rules & Regulations made there under and the guidelines and instructions issued by the concerned Government Authorities, Stock Exchanges and SEBI etc.
A company can raise funds from the primary market through different methods as given below:
(1) Public Issue: When company issues securities to new investors for becoming part of shareholders family of the issuer it is called a public issue. Public issue can be further classified into following two categories:
(a) Initial Public Offer (IPO): When an unlisted company makes either a fresh issue of securities or offers its existing securities for sale or both for the first time to the public, it is called an IPO.
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(b) Further Public Offer (FPO) or Follow on offer: When an already listed company makes either a fresh issue of securities to the public or an offer for sale to the public, it is called a FPO.
(2) Right Issue: When an issue of securities is made by an issuer to its existing shareholders it is called a rights issue.
(3) Bonus Issue: When the company issue securities to its existing shareholders without any consideration it is called a bonus issue. Such shares are issued generally by capitalizing the company’s profit & loss account, free reserve or securities premium account.
(4) Private Placement: When an issuer makes an issue of securities to a select group of persons it is called private placement. However, issue of securities by way of private placement cannot be made to more than 49 persons. Private placement of securities can be of following three types:
(
a) Preferential Allotment: When a listed issuer issues shares or convertible securities, to a select group of persons it is called a preferential allotment.
(
b) Qualified Institutions Placement (QIP): When a listed issuer issues equity shares or securities convertible in to equity shares to selected Qualified Institutions Buyers (QIBs) it is called Qualified Institutions Placement.
(c) Institutional Placement Programme (IPP): When a listed issuer makes a further public offer of equity shares, or offer for sale of shares by promoter to QIBs. IPP can only be used to raise minimum public shareholding requirements to 25%.
Q2. “A Company can raise funds from the primary market through different methods, different types of issues and by means of offer document and red herring prospectus.” Enumerate. [June 2018 (6 Marks)] Or
Explain the term ‘red-herring prospectus’ associated with public offering of equity shares. [June 2013 (4 Marks)]
Ans.: Various methods of raising funds from primary market: Please refer to answer of Question No. 1.
Offer Document: Offer document means a prospectus, red-herring prospectus or shelf prospectus and information memorandum in terms of Section 31 of the Companies Act, 2013 in case of a public issue. In case of a rights issue, ‘letter of offer’ is offer document.
An offer document covers all the relevant information to help an investor to make his investment decision.
Red-herring prospectus: Red herring prospectus means a prospectus which does not include complete particulars of the quantum or price of the securities offered.
Provisions of red-herring prospectus are applicable to all companies except those are covered under shelf prospectus. The provision is mainly applicable for book building.
A company proposing to issue a red-herring prospectus shall file it with the ROC at least 3 days prior to the opening of the subscription list and the offer.
A red-herring prospectus shall carry the same obligations as are applicable to a prospectus and any variation between the red-herring prospectus and a prospectus shall be highlighted as variations in the prospectus.
BOOK BUILDING
Q3. What is Book Building? What is difference between ‘Fixed Price Process’ & ‘Book Building Process’? [June 2010 (5 Marks)]
Or
Briefly explain the term ‘Book Building’ related to public issue. [June 2011 (2 Marks)], [Dec. 2011 (5 Marks)] Or
Book-building process of determining price of a public issue is preferred in case of Initial Public Offer (IPO) while fixed price process is used for Further Public Offer (FPO). Comment.
[Dec. 2013 (4 Marks)], [Dec. 2015 (4 Marks)]
Ans.: In fixed price process the issue price known in advance to the investors while in book building process the issue price is not known in advance to the investors as only price band is offered.
‘Fixed price process’ and ‘book-building process’ are pricing mechanisms in the issue of shares in public issue.
Book building means a process undertaken to elicit demand and to assess price for determination of the quantum or value of specified securities or Indian Depository Receipts (IDR). Book Building is basically a process used in IPO for efficient price discovery. It is a mechanism where, during the period for which the IPO is open, bids are collected from investors at various prices, which are above or equal to the floor price. The offer price is determined after the bid closing date.
Following are the main points of difference between fixed price process & book building process:
Points Fixed Price Process
Meaning In fixed price process the issue price known in advance to the investors.
Demand Demand for the securities offered is known only after the closure of the issue.
Book Building Process
In book building process the issue price is not known in advance to the investors. Only price band is offered.
Demand for the securities offered can be known everyday as the book is built.
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Points Fixed Price Process
Payment Payment is made at the time of subscription wherein refund is given after allocation.
Document In fixed price process the company issue prospectus.
Concept This is old and traditional concept.
Book Building Process
Payment is made only after allocation.
In book building the company has to issue red herring prospectus.
This concept is comparatively new to Indian Security Market.
Q4. ABC Ltd., a public company, has come with public issue of 15,00,000 equity shares through book building process. The price band is ` 500 –` 600.
Following table shows demand of securities at various price levels. What should be the cut-off price as per book building mechanism?
Price No. of Investors
[June 2021 (5 Marks)]
Ans.: Arrange the data given in problem from ‘high price bid’ to ‘low price bid’ as shown below.
The total bids from Bidders 1 to 5 ensure all 15,00,000 shares will be sold (7,00,000 + 3,50,000 + 1,40,000 + 1,10,000 + 2,00,000). The cut-off price is therefore Bid 5 price = ` 575.
Bidders 1 to 5 get allotments at that price. Bidders 6 to 10 don’t get an allotment because their bids are below the cut-off price.
On allotment, the extra amount paid will be refunded to the investor. Since the cut-off price is ` 575, the bidder number one who applied 7,00,000 shares will be allotted shares at cut-off price at ` 40,25,00,000 (7,00,000 × ` 575). The balance ` 1,75,00,000 (7,00,000 × ` 25) will be refunded to the investor. Bidders 2 to 4 will get the refund accordingly.
DEFINITIONS & APPLICABILITY
Q5. Write short note on: Qualified Institutional Buyers (QIBs) [Dec. 2012 (4 Marks)]
Ans.: QIBs are investment institutions who buy the shares of a company on a large scale. Qualified Institutional Buyers are those Institutional investors who are generally perceived to possess expertise and the financial proficiency to evaluate and to invest in the Capital Markets.
Qualified Institutional Investors [Regulation 2(1)(zd)]: Qualified Institutional Investors comprises of –
(1) Mutual Fund, Venture Capital Fund, Alternative Investment Fund & Foreign Venture Capital Investor registered with the SEBI.
(2) Category-I & Category-II Foreign Portfolio Investor registered with the SEBI.
(3) Public Financial Institution.
(4) Scheduled Commercial Bank.
(5) Multilateral and bilateral development financial institution.
(6) State industrial development corporation.
(7) Insurance Company registered with the IRDA.
(8) Provident Fund with minimum corpus of ` 25 Crore.
(9) Pension Fund with minimum corpus of ` 25 Crore.
(10) National Investment Fund.
(11) Insurance Funds set-up and managed by army, navy or air force of the Union of India.
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(12) Insurance Funds set-up and managed by the Department of Posts, India.
(13) Systemically Important NBFC.
Thus, only above stated institutional buyer are QIB and not other institutional buyers.
Q6. Write a note on: Draft Offer Document [Dec. 2013 (4 Marks)]
Ans.: Draft Offer Document [Regulation 2(1)(n)]: Draft offer document means the draft offer document filed with the SEBI in relation to a public issue under the SEBI (ICDR) Regulations, 2018.
Draft Offer document means the offer document in draft stage.
The draft offer documents are filed with SEBI, at least 30 days prior to the filing of the Offer Document with ROC or designated stock exchange. SEBI may specify changes in the Draft Offer Document and the Issuer or the Lead Merchant Banker shall carry out such changes in the draft offer document before filing the Offer Document with ROC or designated stock exchange.
The Draft Offer document is available on the SEBI website for public comments for a period of 21 days from the filing of it with SEBI.
Draft Offer Document to be made public: The draft offer document filed with SEBI shall be made public for comments for a period of 21 days from the date of filing with SEBI by hosting it on the websites of the SEBI, recognized stock exchanges and merchant bankers associated with the issue.
After a period of 21 days, the Lead Merchant Bankers shall file with SEBI a statement giving information of the comments received during that period and the consequential changes to be made in the draft offer document.
Q7. Who are Anchor Investors? How is allocation made to Anchor Investors? [Dec. 2022 (5 Marks)]
Ans.: Anchor Investor: Anchor investor means a qualified institutional buyer who makes an application for a value of at least ` 10 Crore in a public issue on the main board made through the book building process in accordance with these regulations or makes an application for a value of at least ` 2 Crore for an issue made by Small & Medium Enterprises (SME).
Allocation to anchor investors on Main Board: Allocation to Anchor Investors on Main Board shall subject to the following:
(1) For first ` 10 Crore: Maximum 2 anchor investors shall be permitted for allocation.
(2) For above ` 10 Crore and up to ` 250 Crore: Minimum 2 and maximum 15 anchor investors shall be permitted for allocation subject to minimum allotment of ` 5 Crore per anchor investor.
(3) For above ` 250 Crore: Minimum of 5 such investors and a maximum of 15 such investors for allocation up to ` 250 Crore and an additional 10
such investors for every additional ` 250 Crore or part thereof, shall be permitted, subject to a minimum allotment of ` 5 Crore per such investor. Allocation to anchor investors on SME Exchange: Allocation to Anchor Investors on SME Exchange shall subject to the following:
(
a) For first ` 2 Crore: Maximum 2 anchor investors shall be permitted for allocation.
(
b) For above ` 2 Crore and up to ` 25 Crore: Minimum 2 and maximum 15 anchor investors shall be permitted for allocation subject to minimum allotment of ` 1 Crore per anchor investor.
(
c) For above ` 25 Crore: Minimum of 5 such investors and a maximum of 15 such investors for allocation up to ` 25 Crore and an additional 10 such investors for every additional ` 25 Crore or part thereof, shall be permitted, subject to a minimum allotment of ` 1 Crore per such investor.
ELIGIBILITY REQUIREMENTS OF IPO ON MAIN BOARD [4 TO 8]
Q8. What are the eligibility norms for public issue by an unlisted company? [June 2010 (4 Marks)] Or
SEBI has provided alternative eligibility norms for the public issues of securities. Comment. [Dec. 2012 (4 Marks)]
Ans.: Eligibility requirements for an initial public offer: [Regulation 6(1)]: An issuer shall be eligible to make an Initial Public Offer (IPO) only if it meets all the following conditions:
(1) Assets Criteria: The issuer has net tangible assets of at least ` 3 Crore, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets
However, if more than 50% of the net tangible assets are held in monetary assets, the issuer has utilized or made firm commitments to utilize such excess monetary assets in its business or project. The limit of 50% on monetary assets shall not be applicable in case the IPO is made entirely through an Offer for Sale (OFS).
(2) Profit Criteria: The issuer has an average operating profit of at least ` 15 Crore, calculated on a restated and consolidated basis, during the preceding 3 years (of 12 months each), with operating profit in each of these preceding 3 years.
(3) Net-worth Criteria: The issuer has a net worth of at least ` 1 Crore in each of the preceding 3 full years (of twelve months each), calculated on a restated and consolidated basis.
(4) Name Criteria: If the issuer has changed its name within the last 1 year, at least 50% of the revenue, calculated on a restated and consolidated
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basis, for the preceding one full year has been earned by it from the activity indicated by its new name.
Alternative Norms [Regulation 6(2)]: An issuer not satisfying above conditions shall be eligible to make IPO only if the issue is made through the book-building process and the issuer undertakes to allot at least 75% of the net offer to Qualified Institutional Buyers (QIB) and to refund the full subscription money if it fails to do so.
Q9. What do you understand by Initial Public Offer (IPO)? State the eligibility requirements for an Initial Public Offer under Regulation 6(1) of SEBI (ICDR) Regulations, 2018. [June 2024 (5 Marks)] Ans.:
Initial Public Offer (IPO): Initial Public Offer means an offer of speci ed securities by an unlisted issuer to the public for subscription and which includes fresh issuance of shares by the company or includes an Offer for Sale (OFS) of speci ed securities to the public by any existing holder of such securities in an unlisted issuer. In order to qualify as an Initial public offer, the offer of securities must be by an unlisted issuer company and such an issue shall be made to the public and not to the existing shareholders of the unlisted issuer company or to selected group of investors.
Eligibility requirements for an initial public offer: [Regulation 6(1)]: An issuer shall be eligible to make an Initial Public Offer (IPO) only if it meets all the following conditions:
(1) Assets Criteria: The issuer has net tangible assets of at least ` 3 Crore, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets.
However, if more than 50% of the net tangible assets are held in monetary assets, the issuer has utilized or made rm commitments to utilize such excess monetary assets in its business or project. The limit of 50% on monetary assets shall not be applicable in case the IPO is made entirely through an Offer for Sale (OFS).
(2) Pro t Criteria: The issuer has an average operating pro t of at least ` 15 Crore, calculated on a restated and consolidated basis, during the preceding 3 years (of 12 months each), with operating pro t in each of these preceding 3 years.
(3) Net-worth Criteria: The issuer has a net worth of at least ` 1 Crore in each of the preceding 3 full years (of twelve months each), calculated on a restated and consolidated basis.
(4) Name Criteria: If the issuer has changed its name within the last 1 year, at least 50% of the revenue, calculated on a restated and consolidated basis, for the preceding one full year has been earned by it from the activity indicated by its new name.
Alternative Norms [Regulation 6(2)]: An issuer not satisfying above conditions shall be eligible to make IPO only if the issue is made through the book-building process and the issuer undertakes to allot at least 75% of the net offer to Quali ed Institutional Buyers (QIB) and to refund the full subscription money if it fails to do so.
Q10. RP Ltd. is planning to issue an IPO in 2019 for which a draft offer document is proposed to be filed in September, 2019. The following data is available regarding the company: (` in Crore)
(i) Advice the company whether they can proceed with the IPO.
(ii) Will your answer be different if value of monetary assets is ` 4 Crore in 2016-2017?
(iii) How will you deal with the situation, if company has monetary assets of ` 5 Crore in the year 2017-2018? [Dec. 2020 (5 Marks)] Ans.:
(i) Regulation 6 of the SEBI (ICDR) Regulations, 2018 deals with the eligibility requirement of an IPO.
The provisions pertaining to Net Tangible Assets, Monetary Assets and Net worth are as under:
(a) The issuer has net tangible assets of at least ` 3 Crore on a restated and consolidated basis, in each of the preceding three full years of (12 months each) of which not more than 50% is held in monetary assets.
(b) The issuer has a net worth of at least ` 1 Crore in each of the preceding three full years, calculated on a restated and consolidated basis.
In the given case, RP Ltd. has net tangible assets of at least ` 3 Crore in 3 years and Net worth of at least ` 1 Crore. Monetary assets are also within the threshold limit of 50% in each year, thereby satisfying all the conditions. Therefore, RP Ltd. can proceed with the IPO.
(ii) A company can proceed for IPO, if value of monetary assets is up to 50% of the Net Tangible Assets. In case monetary assets is ` 4 Crore in 20162017 i.e. 50% of Net Tangible Asset. Hence, RP Ltd. can still proceed for IPO.
As per SEBI regulation, if more than 50% of the net tangible assets are held in monetary assets, the issuer has utilized or made firm commitment to utilize such
8.10
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excess monetary assets in its business or project. Therefore, if monetary assets are ` 5 Crore in 2017-2018, the company should have made firm commitment to utilize such excess monetary assets in its business or project, otherwise the company will have to adopt route given in Regulation 6(2).
Q11. Ultra-Information Services Limited, provides IT and ITES services. The Board of Directors of the Company want to go for Initial Public Offer (IPO) to raise funds for expansion of the Company. During the previous year, the Company started a new line of business of providing aeronautical designs to an Australian entity and accordingly changed its name to Ultra Aero Technology Services Limited. As a Company Secretary, advise the Board of Directors about eligibility for an IPO.
[Dec. 2021 (5 Marks)]
Ans.: As per Regulation 6(1) of the SEBI (ICDR) Regulations, 2018, an issuer shall be eligible to make an IPO only if, in case the issuer has changed its name within the last one year, at least 50% of the revenue calculated on a restated and consolidated basis, for the preceding one full year has been earned by it from the activity indicated by the new name.
Hence, based on the above it can be concluded that as the Company has changed its name in the previous year, it would be eligible for an IPO, if at least 50% of the revenue calculated on a restated and consolidated basis, for the preceding one full year has been earned from its aeronautical designing business.
Regulation 6(2) provides that an issuer not satisfying above conditions shall be eligible to make IPO only if the issue is made through the book-building process and the issuer undertakes to allot at least 75% of the net offer to Qualified Institutional Buyers (QIB) and to refund the full subscription money if it fails to do so.
Therefore, Ultra Aero Technology Services Limited may also opt for this route if the conditions specified in Regulation 6(1) are not satisfied
ISSUE OF WARRANTS
Q12. Warrant cannot be issued along with public issue or right issue of specified securities. Comment. [Dec. 2017 (5 Marks)]
The Board of Directors of Minto Limited wanted to set up a new production plant at Manesar. In the Board Meeting where the budgets were being discussed, one Director suggested that funds can be raised by issuing warrants to fund the new project. As a Company Secretary, advise the Board of Directors, whether the Company can issue warrants.
[Dec. 2021 (5 Marks)]
STRATEGIC MANAGEMENT & CORPORATE FINANCE (SMCF) | CRACKER
AUTHOR : N.S. ZAD, DIVYA BAJPAI
PUBLISHER : TAXMANN
DATE OF PUBLICATION : JULY 2024
EDITION : 2024 EDITION
ISBN NO : 9789357789462
NO. OF PAGES : 470
BINDING TYPE : PAPERBACK
DESCRIPTION
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