In this ppt you will get to know what is right issue and how Tata Motors Issued Right Issue and what was the purpose of issuing right issue by the Company.
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
SEBI Guidelines for Merger and Acquisition.
SEBI (Security Exchange Board of India)
Merger - Combination of two companies
Acquisition - When one company purchase most or all the company assets/shares.
Guidelines - Government body described some rules and regulations to follow.
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
SEBI Guidelines for Merger and Acquisition.
SEBI (Security Exchange Board of India)
Merger - Combination of two companies
Acquisition - When one company purchase most or all the company assets/shares.
Guidelines - Government body described some rules and regulations to follow.
Legal aspects of mergers and acquisition
Acquisition is the combination of two companies where one corporation is completely absorbed by another corporation. The less important company loses its identity and becomes part of the more important corporation, which retains its identity. It may involve absorption or consolidation.
Merger is also defined as amalgamation. Merger is the fusion of two or more existing companies. All assets, liabilities and the stock of one company stand transferred to Transferee Company in consideration of payment in the form of:
I) Equity shares in the transferee company,
II) Debentures in the transferee company,
III) Cash, or
IV) A mix of the above mode
Objectives & Agenda :
Companies can use either equity or debt form to raise capital. Equity can be raised by way of rights issue, bonus issue, private placement, public issue, etc. An offer of securities made to the existing shareholders of the Company is a rights issue. Bonus shares may be issued to the members of the Company out of its free reserves, or securities premium account or capital redemption account. The webinar covers the statutory / practical aspects of rights issue and bonus issue, including caveats relating to such issues.
Objectives & Agenda :
Employee Stock Option Scheme and Sweat Equity Shares are the additional forms of raising funds by a Company. In addition to fund raising option, these two types of issue act as an incentive measure to the employees of the Company and to align their interests with those of shareholders in the Company. The webinar provides an overview of ESOP and Sweat Equity Shares, provisions under Companies Act, 2013, compliance formalities, tax implications and judicial precedents.
SEBI and Investor Protection-B.V.RaghunandanSVS College
Investor protection measures as presented by B.V.Raghunandan in National Conference on Merchant Banking held at NSS College, Manjeri, Kerala State, India on August 8, 2007
Legal aspects of mergers and acquisition
Acquisition is the combination of two companies where one corporation is completely absorbed by another corporation. The less important company loses its identity and becomes part of the more important corporation, which retains its identity. It may involve absorption or consolidation.
Merger is also defined as amalgamation. Merger is the fusion of two or more existing companies. All assets, liabilities and the stock of one company stand transferred to Transferee Company in consideration of payment in the form of:
I) Equity shares in the transferee company,
II) Debentures in the transferee company,
III) Cash, or
IV) A mix of the above mode
Objectives & Agenda :
Companies can use either equity or debt form to raise capital. Equity can be raised by way of rights issue, bonus issue, private placement, public issue, etc. An offer of securities made to the existing shareholders of the Company is a rights issue. Bonus shares may be issued to the members of the Company out of its free reserves, or securities premium account or capital redemption account. The webinar covers the statutory / practical aspects of rights issue and bonus issue, including caveats relating to such issues.
Objectives & Agenda :
Employee Stock Option Scheme and Sweat Equity Shares are the additional forms of raising funds by a Company. In addition to fund raising option, these two types of issue act as an incentive measure to the employees of the Company and to align their interests with those of shareholders in the Company. The webinar provides an overview of ESOP and Sweat Equity Shares, provisions under Companies Act, 2013, compliance formalities, tax implications and judicial precedents.
SEBI and Investor Protection-B.V.RaghunandanSVS College
Investor protection measures as presented by B.V.Raghunandan in National Conference on Merchant Banking held at NSS College, Manjeri, Kerala State, India on August 8, 2007
This Power point presentation contains the procedure needs to be complied by the Company while Company is proposing to issue shares to its existing share holders on Right Issue Basis
This Power point Presentation contains the complete information regarding step by step procedure needs to be complied while issuing Bonus Shares.....A person can buy the documents related to it from our Website www.draftmydocument.com under the combo section.... in easily editable word format which makes it easy to use for you and saving your time and efforts
Summary/Brief Notes of Company Law by KCC LudhianaKCC TUTORIALS
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meaning of company and share capital.
types of share capital and types of shares.
guidelines for allotment of shares, difference between stock vs. share.
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Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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2. INTRODUCTION
Name Of Company- Tata Motors Limited (formerly TELCO,
short for Tata Engineering and Locomotive Company
CEO- Cyrus Pallonji Mistry (Chairman)
Consolidated Revenue- 2,62,796 cr. 2014-15
Founder: J. R. D. Tata
Founded: 1945
Subsidiaries: Land Rover, Jaguar Cars, Jaguar Land
Rover, Tata Daewoo, Tata Marcopolo, Tata Hispano, Tata
Motors Cars
Parent organization: Tata Group
3. WHAT IS RIGHT ISSUE
An issue of rights to a company's existing shareholders that
entitles them to buy additional shares directly from the
company in proportion to their existing holdings, within a
fixed time period
In a rights offering, the subscription price at which each
share may be purchased in generally at a discount to the
current market price.
Rights are often transferable, allowing the holder to sell them
on the open market.
4. ADVANTAGES OF RIGHT ISSUE
Control in the hands of existing shareholders
No dilution in the value of existing shares
Expenses Saved
Better Image
More Certainty of getting shares
No Misuse by directors
5. PROCEDURE FOR ALLOTMENT
OF SHARES ON RIGHT BASIS
( Companies act- 2013 sec-62)
Issue notice in writing to every Director at least seven days’
before convening the Board meeting. [Sec 173 (3)]
Convene a Board Meeting
Pass a Board resolution for approving “Letter of offer”. The
offer letter shall include right of renunciation also.
Dispatch Letter of offer to all existing shareholders through
registered post or speed post or through electronic mode at
least three days before the opening of the issue.
Receive acceptance, renunciations, rejection of rights from
shareholders.
6. CONT…
Issue notice in writing to every Director at least seven days’
before convening the Board meeting. [Sec 173 (3)]
Convene a Board Meeting
Pass Board resolution for approving allotment and issue of
shares.
File with Registrar a return of allotment in E-Form PAS-3
within 30 days of allotment of shares.
File C-form MGT 14 within 30 days of Issue of securities.
7. PURPOSE OF RIGHT
ISSUE BY TATA MOTORS
The management is likely to dilute around 4.5 per cent stake in
Tata Motors to issue additional shares to existing shareholders.
The money raised through the rights issue will be used to
reduce debt.
Tata Motors needs around Rs 2,500-Rs 3,000 crore annually to
meet its capex needs. This could be funded through the rights
issue
The issue of additional equity will lead to expansion of equity
base (more number of shares), which will lead to dilution of
earnings per share
The proceeds from the share issue will intended to be used for
funding expenditure towards plant and machinery, research and
product development
8. TATA MOTORS
RIGHT ISSUE
Offered Up to
150644759 Ordinary
Shares
face value
Rs. 2 for
cash at a
price of
Rs.450
(including
a premium
of Rs. 448)
each in the
ratio of 6
Ordinary
Shares for
every 109
fully paid-
up
Ordinary
Shares
Offered up to
2,65,30,290 ‘A’
Ordinary Shares
face value
Rs. 2 at a
price of
Rs. 271
(including
a premium
of Rs. 269)
each in the
ratio of 6
‘A’
Ordinary
Shares for
every 109
fully paid-
up ‘A’
Ordinary
Shares,
TATA MOTORS PLANNED TO
RAISE 7500 CR. THROUGH
RIGHT ISSUE
The Share Issue commenced on April 17, 2014 and closed on
May 2, 2015.
9. RIGHT ISSUE IN 2008
Last time COMPANY ISSUED RIGHT ISSUED on 29-05-08
& company raised 4200 cr. Rs.
Rights issue of ordinary shares at 340 per share of fv 10
aggregating Rs. 2186 cr.
The 'A' Ordinary Shares would be issued at a price of Rs. 305
per share of face value of Rs. 10/- each. Aggregating rs.1961
cr.
2008 ratio – 6:1( 1 Ordinary & ordinary “A” share for
every 6 shares held)
Not fully subscribed
Raised capital of 3853 cr.
10. 2015 RIGHT ISSUE
2015 ratio – 109:6 ( 6 fully paid-up Ordinary Shares for
every 109 share fully paid up)
FOR EXAMPLE-
If an investor holds 200 shares of Tata Motors Ltd. on record
date, will be eligible for 11 shares (200*6/109).
“A” ordinary shares means on the basis of DVR. Each “A”
ordinary shareholder get more than 0.5% div as compare to
ordinary shareholder , voting rights are same 1 vote for
every 10 shares held.
They invited American Depositary Shares (ADS) by
offering up to 64,09,964 of such shares at a price of USD
39.42.
On may 2nd 2015 shares was oversubscribed by 1.21
times & co. raised 9040.56 cr.
The money raised in 2015 helped the company to pay off
debts which and also company invested the money in
manufacturing 1500 new vehicle.