Regulation 163 - General Meeting proposed for passing the special resolution: - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018

PART III: DISCLOSURES TO SHAREHOLDERS 163. (1) The issuer shall, in addition to the disclosures required under the Companies Act, 2013 or any other applicable law, disclose the following in the explanatory statement to the notice for the general meeting proposed for passing the special resolution: a) objects of the preferential issue; b) maximum number of specified securities to be issued; c) intent of the promoters, directors 9 [ , key managerial personnel or senior management ] of the issuer to subscribe to the offer; d) shareholding pattern of the issuer before and after the preferential issue; e) time frame within which the preferential issue shall be completed; f) identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees 1 [ **** ] : Provided that if there is any listed company, mutual fund, scheduled commercial bank, insurance company registered with the Insurance Regulatory and Development Authority of India in the chain of ownership of the proposed allottee, no further disclosure will be necessary. Explanation: For the purpose of identification of the ultimate beneficial owners of the allottees, where the allottees are institutions/entities, the identification of such ultimate beneficial owners, shall be in accordance with the guidelines prescribed by the Board, if any. 2 [ (fa) the percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue ] g) undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so; h) undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked- in till the time such amount is paid by the allottees. i) disclosures specified in Schedule VI , if the issuer or any of its promoters or directors is a 3 [ wilful defaulter or a fraudulent borrower ] . 4 [ (j) the current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter. ] (2) The issuer shall place a copy of the certificate of 5 [ a practicing company secretary ] before the general meeting of the shareholders considering the proposed preferential issue, certifying that the issue is being made in accordance with the requirements of these regulations. 6 [ Explanation.-For the purposes of sub-regulation (2), the issuer shall also host the certificate on its website and provide a link for the same in the notice for the general meeting of the shareholders considering the proposed preferential issue. ] 7 [ (3) Specified securities may be issued on a preferential basis for consideration other than cash: Provided that consideration other than cash shall comprise only swap of shares pursuant to a valuation report by an independent registered valuer, which shall be submitted to the stock exchange(s) where the equity shares of the issuer are listed: ] Provided 8 [ further ] that if the stock exchange(s) is not satisfied with the appropriateness of the valuation, it may get the valuation done by any other valuer and for this purpose it may seek any information, as deemed necessary, from the issuer. (4) The special resolution shall specify the relevant date on the basis of which price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated. ************ NOTES:- 1. Omitted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as , the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as wilful defaulter 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as its statutory auditors 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as (3) Where the specified securities are issued on a preferential basis for consideration other than cash, the valuation of the assets in consideration for which the equity shares are issued shall be done by an independent valuer, which shall be submitted to the stock exchanges where the equity shares of the issuer are listed: 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, or key managerial personnel