‘Company Law Committee suggestions bring clarity on raising funds’

Chennai, Feb 2 (IANS) The amendments to Companies Act, 2013 as suggested by the Companies Law Committee (CLC) would bring in clarity on the fund-raising process, said an expert.

“If these recommendations (of the committee) are accepted, the process for funding raising would certainly become clearer in law although not easier,” Lalit Kumar, partner in J. Sagar Associates law firm, told IANS.

The CLC submitted its report to the government on Monday (February 1) and the Ministry of Corporate Affairs (MCA) has called for public comments on the report by February 15.

The committee was set up last year to look into the representations from the stakeholders on the provisions of the Companies Act, 2013, and the difficulties in compliance.

The Companies Act, 2013, brought in some significant changes with regard to accountability, disclosures, investor protection and corporate governance.

According to Lalit Kumar, the Companies Act is condemned for its cumbersome, abstruse, time consuming process for fund raising through `preferential offer’ and `private placement’ — methods of privately arranging capital without going to public.

While the CLC has outrightly refused to accept industry’s demand to exempt from compliance with guidelines for such offers but has made many recommendations to ease the process, Lalit Kumar said.

As per the CLC recommendations, the filing of lengthy forms with the registrar of companies (ROC) will be substituted with more realistic information to be shared with shareholders through explanatory statement that goes to them before the meeting.

“It is recommended to relax the prohibition on simultaneous issue of more than one kind of securities. Therefore, companies will be able to issue ‘preference shares’ and ‘equity’ at the same time,” Lalit Kumar said.

He said another significant recommendation is to dispense the requirement of having the minimum issue size of Rs.20,000 based on ‘face value of shares’.

Now the issue size will be linked to the actual consideration received which will also include share premium.

Some of the panel’s recommendations will help align the Companies Act and the regulations under the Foreign Exchange Management Act.

“These include permitting partly paid up shares as against fully paid up shares as required under the Companies Act; allowing the use of pricing formula for convertible securities as permitted in FEMA regulations provided the conversion price is not lower than the price prevailing at the time of issue,” Lalit Kumar said.

He said the panel did not accept the industry’s suggestion to permit issue of shares within 180 days of receiving funds as allowed by FEMA regulations.

“The meaning of the term ‘relevant date’ to calculate the price of securities has not been clarified,” Lalit Kumar added.

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