General Studies · Companies Act 2013

A group of directors in 'TechNova Solutions Ltd.', a listed public company, is planning an issue of equity shares with differential voting rights (DVRs) and simultaneously contemplating a private placement of unlisted debentures to a select group of institutional investors. They are concerned about adhering to the rules under the Companies Act, 2013, particularly Chapter III. Which of the following statements concerning the combined statutory requirements for DVR issue (Section 43) and Private Placement (Section 42) are incorrect? Statement I: For the issue of shares with differential voting rights, the total voting power in equity shares with differential rights shall not exceed twenty-six percent of the total post-issue equity share capital, and the company must not have defaulted in filing its financial statements or annual returns for any of the three financial years immediately preceding the issue. Statement II: In the case of a private placement of debentures, the company must identify the persons to whom the offer will be made, and the offer cannot be made to more than two hundred persons in aggregate in a financial year, excluding Qualified Institutional Buyers (QIBs) and employees offered securities under a scheme of employee stock option. Statement III: The private placement offer and application (PAS-4) and the record of private placement (PAS-5) must be filed with the Registrar of Companies (RoC) and the Securities and Exchange Board of India (SEBI) within thirty days of the circulation of the offer document, even if the company has a prior default in its financial history. Statement IV: The application money received for the private placement of debentures must be kept in a separate bank account and must be refunded to the applicants if the company fails to allot the securities within sixty days from the date of receipt of the application money.