Companies Act, 2017

PART-V

COMMISSION, DISCOUNT AND PREMIUM

From: 2023-11-01 - To: 0000-00-00 83. Further issue of capital.- (1) Where the directors decide to increase share capital of the company by issue of further share 1[capital], such shares shall be offered: (a) to persons who, at the date of the offer, are members of the company in proportion to the existing shares held by 2[***] sending a letter of offer subject to the following conditions, namely- (i) the shares so offered shall be strictly in proportion to the shares already held in respective kinds and classes; (ii) the letter of offer shall state the number of shares offered and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined; (iii) in the case of a listed company any member, not interested to subscribe, may exercise the right to renounce the shares offered to him in favour of any other person, before the date of expiry stated in the letter of offer; and (iv) if the whole or any part of the shares offered under this section is declined or is not subscribed, the directors may allot such shares in such manner as they may deem fit within a period of thirty days from the close of the offer as provided under sub-clause (ii) above or within such extended time not exceeding thirty day with the approval of the Commission3[:] 4[Provided that a public company may reserve a certain percentage of further issue for its employees under “Employees Stock Option Scheme” to be approved by the Commission in accordance with the procedure and on such conditions as may be specified.] 5[(b) subject to approval of the Commission, to any person, in the case of public company on the basis of a special resolution either for cash or for a consideration other than cash: Provided that the value of non-cash asset, service, intellectual property shall be determined by a valuer registered by the Commission.] 6[***] (2) The letter of offer referred to in sub-clause (ii) of clause (a) of sub-section (1) 7[***] duly signed by at least two directors 8[shall be] dispatched through registered post or courier or through electronic mode to all the existing…