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Raising Capital And Getting Investment Ready

This chapter focuses on raising capital and getting investment ready. Issues like Equity capital, laws around raising capital, availing loans, due diligence of investors etc. are discussed in this chapter.

RAISING CAPITAL

1. What are the various ways in which a company can raise share capital?
2. What are the different types of shares that can be issued by an Indian Company?
3. Can an Indian Company raise equity capital overseas?
4. What are the various points to be kept in mind when conducting a due diligence on the investor?
5. What is the procedure to be followed for an IPO?
6. When can the shares of a company be listed?

AVAILING LOANS

1. What are the considerations a company should keep in mind when obtaining a domestic loan?
2. What are the other options available to an Indian company to raise debt?
3. Is it necessary to obtain a credit rating?
4. Is it possible for an Indian company to avail of External Commercial Borrowing (‘ECB’)?
5. What are the end use restrictions on ECBs?
6. What should a company keep in mind at the time of due diligence on the lender?
7. Are there any restrictions on a company giving out loans?

OBTAINING GRANT

1. Are there any restrictions on company that wants to make a donation/grant?
2. Is there any incentive for a donor to make a donation under the Income Tax Act, 1961?
3. How does an entity obtain grants/donations?
4. Are there any restrictions on the use of the funds received through donations?
5. How can an entity receive donations from a foreign source?
6. Are there any entities/ classes of persons who cannot receive donations from a foreign source?
7. What factors should be kept in mind to draw more donations?
8. What are investors looking for in a company in which they plan to invest?

RAISING CAPITAL

1. What are the various ways in which a company can raise share capital?

A company could avail any of the following options to raise capital by way of issuance of equity shares:

a. Preferential Allotment: Preferential allotment is popular amongst both private and public listed and unlisted companies, given that there exists a flexibility to the company, to allot shares to a selected group of entities or individuals (whether or not such entities or individuals are existing shareholders of the company), by giving them preference over other existing shareholders. As per the Companies Act, in case of a preferential allotment, the number of allottees cannot exceed forty nine (49). Preferential allotment by a private company is less regulated as compared to that of a public listed or unlisted company. A preferential allotment by a private company is largely regulated by the provisions of Companies Act, whilst a public unlisted company would have to additionally comply with the Unlisted Public Companies Preferential Allotment Rules, 2003 and a public listed company would have to comply with the regulations stipulated by the Securities and Exchange Board of India (‘SEBI’), including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time (‘SEBI ICDR Regulations’)

b. Public Issue: A public company or a private company upon conversion to a public company could raise funds through an Initial Public Offering (‘IPO’). An IPO consists of a fresh offer of equity shares by a company to the public for the first time and trading of shares on the Indian stock exchanges. Additionally, subject to fulfillment of the regulatory conditions, the existing shareholders of a company including the promoters could participate in the IPO process through an offer for sale of their shareholding, either in whole or part. The procedure and pre-requisite conditions for undertaking an IPO (either through fresh issue or offer for sale or both) are set under the SEBI ICDR Regulations.

c. Rights Issue:  Rights issue involves offer of equity shares of a company to its existing shareholders, rather than to the general public. This could be undertaken by a private company or a public listed or unlisted company. Rights issue undertaken by a private or a public unlisted company is governed by the Companies Act and if the same is undertaken by a public company, additional stipulations under the SEBI ICDR Regulations would have to be complied with.

In addition to the above, a listed public company could also avail any of the following options to raise capital:

a. Further Public Offer (‘FPO’): An FPO involves issuance of further capital to the public by a public company. This would have to be undertaken in accordance with SEBI ICDR Regulations.

b. Qualified Institutions Placement (‘QIP’): A listed company could raise capital upto five times its net worth (as per the audited balance sheet of previous financial year), in a financial year through the QIP route.  QIP comprises, issuance of equity shares or non-convertible debt instruments along with warrants to qualified institutional buyers (‘QIB’), which, inter alia include, a mutual fund, venture capital fund, foreign institutional investor, a public financial institution, a scheduled commercial bank, to name a few, on a private placement basis, provided such QIB is not a promoter or any person related to promoters of the company undertaking the QIP. The procedure and conditions for undertaking a QIP are set out under SEBI ICDR Regulations.

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2. What are the different types of shares that can be issued by an Indian Company?

The Companies Act permits the issuance of only two (2) kinds of share capital by a company:

Equity share capital (with voting rights or differential rights); and Preference share capital

Preference shares are different from equity rights in terms of having a preferential right over other equity shareholders over the payment of dividend, and repayment of paid-up capital at the time of winding up, or repayment of capital. However, a preference shareholder cannot vote on every resolution, unless such resolutions directly affect the rights attached to his/ her preference share. A company cannot have only preference shares as its share capital.
There is no restriction on a private company to issue shares, different from the aforementioned class of shares. Shares may be issued at premium, at par or at a discount, as per the Companies Act. However, shares can be issued at a discount only on fulfillment of certain conditions and with the sanction of the central government.

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3. Can an Indian Company raise equity capital overseas?

An Indian company may raise capital outside India by issuing equity shares/convertible preference shares and convertible debentures to foreign investors, in accordance with the directions on exchange control given by the RBI and is subject to the extant policy on Foreign Direct Investment (‘FDI’). Depending on the sector in which the Indian company operates, foreign investment may be permitted under the automatic route or the approval route.  Under the automatic route, the foreign investor or the Indian company does not require any approval from the RBI or Government of India for the investment. Investments under the automatic route may be further subjected to a sectoral cap and conditions, as detailed in the FDI policy. Under the approval route, prior approval of the Foreign Investment Promotion Board (‘FIPB’) is required. In this regard it should be noted that, issue of shares to a foreign investor on a preferential basis cannot be at a price lesser than the fair value of the shares, as may be determined by a SEBI registered Category – I - Merchant Banker or a Chartered Accountant, as per the discounted free cash flow method.
In addition to the aforesaid, a listed company can by an international offering, issue Depository Receipts (‘DR’), which are negotiable security, representing local rupee denominated equity shares of the company held as a deposit by a custodian bank in India. DRs listed and traded in the US markets are known as American Depository Receipts and those listed and traded anywhere/elsewhere are known as Global Depository Receipts.  A company can issue DRs only if it is eligible to raise funds from the Indian capital market and additionally, are eligible under the FDI Policy, in terms of compliance with the sectoral cap, if any. Unlisted Indian companies are also entitled to issue DRs, subject to simultaneous listing in the domestic market. Any Indian company raising foreign currency abroad through ADRs or GDRSs, has to do so in accordance with the Scheme for issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipts Mechanism) Scheme, 1993. It may be noted that DRs is treated as FDI, as per the extant FDI policy.

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4. What are the various points to be kept in mind when conducting a due diligence on the investor?

Ordinarily, an investor will conduct a due diligence into the operations of the company. However, there is also a need for a limited reverse due diligence, i.e., an investigation of the investor. As a potential long term partner of the investee, it is important to look into an investor’s background, prior deals, industry expertise etc. There may also be a need to investigate the source of the funds being invested and the motive of the investor, to ascertain whether the investment is only being used as a conduit for money-laundering. The company also needs to ascertain, whether the investor is a strategic investor or merely a financial investor. Proper due diligence also assists an investee company in taking an informed decision about the investment and protect it from undue future hardships, in terms of unreasonable demands, non-alignment of strategic objectives and constant pressure and even hostile takeovers.

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5. What is the procedure to be followed for an IPO?

SEBI has laid down certain pre-conditions that are required to be complied with by a company intending to undertake an IPO. These conditions are set out under the SEBI ICDR Regulations. As per the 2010 amendment to the Securities Contracts (Regulation) Act, 1956, a company intending to undertake an IPO, is mandatorily required to offer at least 25% of its post-issue paid up capital to the public, unless the post issue capital of the issuer company calculated at offer price is more than Rs. 4,000 crore. The issuer company satisfying these conditions and criteria could undertake an IPO by filing a draft prospectus with the SEBI for review and comments. This draft prospectus would have to be prepared in accordance with the provisions of the SEBI ICDR Regulations. Subsequent to receipt of SEBI observations (typically in 1-3 months), the issuer company would have to file a red herring prospectus (adequately addressing the SEBI Observations) with the SEBI and thereafter with ROC, where the registered office of the issuer company is located and prospectus with the ROC.
Typically, in an IPO, the sale price of the equity shares is determined by a book building process and thereafter finalized by the Company. Upon completion of the IPO, the shares of the issuer company would be listed on the stock exchanges of India (such as the BSE Limited or the National Stock Exchange Limited).
The principal parties involved in the IPO are–the company; the book running lead manger(s); syndicate members who are intermediaries registered with SEBI or stock exchanges and underwriters; registrar such as Karvy; escrow collection banks; and self certified syndicate banks.

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6. When can the shares of a company be listed?

A company desirous of listing its shares in a stock exchange is required to apply to the exchange for obtaining in-principle approval for listing the shares. Upon receipt of an in-principle approval from a stock exchange and allotment of shares to the investors, the company would have to file for the final listing and trading approvals, and execute a listing agreement with such stock exchange, subsequent to which the shares become eligible to be listed.

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AVAILING LOANS

 

1. What are the considerations a company should keep in mind when obtaining a domestic loan?

Typically, loans are availed by a company from banks and other financial institutions. Under the Companies Act, the power to borrow is exercised by the board of directors by means of a resolution passed at the physical meeting of the board of directors. The board may also delegate the power to borrow money to a committee of the board of directors, after specifying the total amount outstanding at any one time up to which monies may be borrowed by the delegate. Accordingly, any borrowing by the company would have to be approved by the board of directors or the committee of the board as the case may be. If the borrowing of a public company or a private company, which is a subsidiary of a public company, exceeds the aggregate of the paid up capital and free reserves, it must additionally be approved by the shareholders of such company. Further, where the borrowing is secured against a charge, the provisions in that regard must also be followed. A company would also need to ensure whether the rules pertaining to acceptance of deposits would be required to be complied with, at the time of acceptance of loan.

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2. What are the other options available to an Indian company to raise debt?

The company can raise funds by issuing debentures, bonds and other debt securities under the Companies Act. The debentures can be fully/partly, compulsorily/optionally either convertible or non-convertible. For instance, a company can borrow in rupees from a non-resident Indian or a person of Indian origin, by way of issue of non-convertible debentures only (‘NCDs’) in compliance with regulations governing external commercial borrowings (detailed in para 3.10 and 3.11 herein below). Whilst the board of directors of a company can exercise the power to issue of the debenture at a board meeting, the permission of the shareholders in a general meeting by ordinary resolution is also required, if the borrowing by a public company or a private company, which is not a subsidiary of a public company, exceeds the aggregate of the paid up capital and free reserves of the company. However, for the issue of convertible debt securities to public, the company has to comply with the requirements listed under the SEBI ICDR Regulations. Non-convertible debt securities on the other hand are regulated by the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
A company may also raise funds from overseas, by issuance of Foreign Currency Convertible Bonds (‘FCCB’) or a Foreign Currency Exchangeable Bond (‘FCEB’), both of which are bonds expressed in foreign currency, the principal and interest of which is payable in foreign currency and subscribed by a non-resident entity in foreign currency. FCCB’s are to be issued in accordance with the Foreign Currency Convertible Bonds and Ordinary Shares (through depository receipt mechanism) Scheme, 1993 and FCEB’s are issued under Foreign Currency Exchangeable Bonds Scheme, 2008. FCCBs are convertible into ordinary shares of the issuing company. FCEBs are issued by the issuing company and are convertible into equity shares of a listed company, known as the offered company. The issuing company forms a part of the promoter group of the offered company and holds equity shares being offered at the time of issuance of FCEB.
Further, a public company can also accept public deposits in accordance with the Companies (Acceptance of Deposits) Rules, 1975.

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3. Is it necessary to obtain a credit rating?

Credit rating is a rating assigned by a credit rating agency that is usually expressed in the form of standard symbols or in any other standardized manner. For obtaining a credit rating, a company is required to apply to an agency registered under the SEBI (Credit Rating Agencies) Regulations, 1999. Some of the popularly known credit rating agencies are ICRA Limited, Credit Rating Information Services of India Limited or CRISIL and Credit Analysis and Research Limited or CARE.
At present, credit rating is compulsory for issuance for certain products such as capital protection oriented funds, collective investment schemes of plantation companies; bank loans (Basel II capital computation for banks), security receipts (for NAV computation), fixed deposits by NBFCs, privately placed NCDs having a maturity period upto one (1) year, Investments by Insurance companies . However, a company can also make an application for credit assessment, as a good credit record helps in obtaining financial assistance easily.

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4. Is it possible for an Indian company to avail of External Commercial Borrowing (‘ECB’)?

If a company satisfies the test of being an eligible borrower, it may avail of ECB, in the form of bank loans, buyers’ credit, suppliers’ credit, securitized instruments, from eligible lenders, with a minimum average maturity period of three (3) years (upto USD 20 million or equivalent in a financial year) or five (5) years (above USD 20 million and up to USD 750 million or equivalent). ECB may be availed both under the automatic and the approval route. Under the automatic route, there is no need for RBI/Government approval. However, for both these routes there are strict conditions under the ECB Policy with respect to the eligible borrowers, recognized lenders, limit on the amount and period, all-in-cost ceilings, end use restrictions etc. which must be looked into prior to borrowing from a non-resident lender. Indian companies, except for financial intermediaries, can raise funds through ECB under the automatic route. Individuals, Trusts and Non-Profit making organizations are prohibited from raising ECB. However, non-governmental organizations engaged in micro finance activities and certain other specified micro finance institutions are eligible to avail ECB, subject to compliance with certain conditions. The recognized lenders include internationally recognized sources such as (i) international banks, (ii) international capital markets, (iii) regional financial institutions and Government owned development financial institutions, (iv) export credit agencies, (v) suppliers of equipment, (vi) foreign collaborators, and (vii) foreign equity holders (other than erstwhile overseas corporate bodies).
The policy for ECB is also applicable to FCCB and FCEBs. Non-convertible, optionally or partially convertible preference shares, for issue of which, funds have been received on or after May 1, 2007, are also considered as debts, and fall within the ECB Policy.

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5. What are the end use restrictions on ECBs?

For both the automatic and the approval route, the permitted end uses have been prescribed under the extant ECB Policy. The permitted end uses common to both routes are:

Investment (such as import of capital goods (as classified in the Foreign Trade Policy), new projects, modernization/expansion of existing production units) in the real sector, industrial sector including small and medium enterprises (SME), infrastructure sector and specific service sectors, namely hotel, hospital and software in India. Infrastructure sector is defined as (i) power, (ii) telecommunication, (iii) railways, (iv) roads including bridges, (v) sea port and airport, (vi) industrial parks, (vii) urban infrastructure (water supply, sanitation and sewage projects), (viii) mining, exploration and refining and (ix) cold storage or cold room facility, including for farm level pre-cooling, for preservation or storage of agricultural and allied produce, marine products and meat; Overseas direct investment in Joint Ventures (JV)/Wholly Owned Subsidiaries (WOS), subject to the existing guidelines on Indian direct investment in JV/WOS abroad; First stage acquisition of shares in the disinvestment process and also in the mandatory second stage offer to the public under the Government’s disinvestment program of shares of public sector undertakings; and Payment for spectrum allocation (under the approval route, the ECB can be used only for the refinancing of the initial payment, provided the same was made out of Rupee resources, without any guarantee from any Indian bank, and the ECB was raised within twelve (12) months from the date of payment of the first installment to the Government); and

Besides the aforementioned uses, under the automatic route the funds can be used for (a) lending to self-help groups or for micro-credit or for bonafide micro finance activity including capacity building by NGOs engaged in micro finance activities; and (b) on-lending to infrastructure sectors by Infrastructure Finance Companies, subject to their compliance with certain statutory norms.
The RBI also allows ECBs for working capital as a permissible end-use for the civil aviation sector, under the approval route subject to certain conditions.
The prohibited end uses under both the routes are:

On-lending or investment in capital market, including investment in Special Purpose Vehicles, Money Market Mutual Funds, or acquiring a company (or a part thereof) in India by a corporate, except Infrastructure Finance Companies (IFCs), banks and financial institutions who are eligible lenders; In real estate sector;  For working capital, general corporate purpose and repayment of existing Rupee loans. However, on July 22, 2010, RBI has permitted take-out financing arrangement through ECB, under the approval route, for refinancing of Rupee loans availed of from the domestic banks by eligible borrowers in the sea ports and airports, roads including bridges and power sectors for the development of new projects, subject to certain conditions. Further, Indian companies which are in the infrastructure sector have now been allowed to utilize 25% of the fresh ECB raised by the corporate towards refinancing of the Rupee loan/s availed by them from the domestic banking system, under the approval route provided that (a) at least 75% of the fresh ECB proposed to be raised is proposed to be utilized for capital expenditure towards  'new infrastructure' projects; (b) in respect of the remaining 25%, it is to be utilized only for repayment of the Rupee loan availed of for 'capital expenditure' of earlier completed infrastructure projects; and (c) the refinance is to be only utilized for the Rupee loans which are outstanding in the books of the financing bank concerned. Also, Indian companies in the power sector are allowed to utilize 40% of the fresh ECB, raised towards refinancing of the Rupee loan/s availed by them from the domestic banking system under the approval route, subject to the condition that at least 60% of the fresh ECB proposed to be raised should be utilized for fresh capital expenditure for infrastructure projects.

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6. What should a company keep in mind at the time of due diligence on the lender?

When obtaining a loan, it is necessary to look into the background of the lender, his/ her portfolio and past record. If the borrower is required under the lending arrangement to appoint a nominee director of the lender on the board of the borrower, a background search of the nominee director may be well advised. Moreover, the borrower should necessarily look into the source of the funds, the latter being important in terms of anti-money laundering safeguards. The terms of the loan should be studied carefully to ensure that no unreasonable conditions are imposed on the company. Determination of the eligibility of the lender is also an important factor, which requires careful consideration.

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7. Are there any restrictions on a company giving out loans?

Any loan or guarantee, proposed to be given by a public company, or a private company, which is a subsidiary of a public company, to a body corporate or a security is to be provided in connection with such loan, for an amount cannot exceed higher of the 60 per cent of the company's share capital and free reserves, or 100 per cent of the company's free reserves. If however, it exceeds the aforementioned threshold, the same needs to be approved by the members of the company by a special resolution. These requirements are however, inapplicable with respect to (a) certain companies like, private company, not being a subsidiary of public company, banking/insurance/house finance companies, companies whose principle business is the acquisition of shares, debentures or other securities, etc.; or (b) certain transactions, which, inter alia, include loan made by a holding company to its wholly owned subsidiary investment made in shares allotted in pursuance of a rights issue, to name a few.
Further, Central Government’s approval is required where a public company, or a private company, which is a subsidiary of a public company, wants to give loans to its directors or directors of its subsidiary, their relatives or firms/companies where such director or relative is a partner/director/member.
No public company, can give a loan, guarantee, or provide any financial assistance for the purpose of a purchase or subscription of any shares in the company or in its holding company. However, this does not prohibit the lending of money by a banking company in the ordinary course of its business. Further companies are permitted to lend money for holding shares under a trust and employee stock option schemes for the benefit of employees including any director of the company. Also a company can provide loans to persons (other than directors or managers) bona fidein the employment of the company with a view to enable them to purchase or subscribe for fully paid shares in the company/its holding company to be held by themselves by way of beneficial ownership.

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OBTAINING GRANT

 

1. Are there any restrictions on company that wants to make a donation/grant?

Under Section 293A of the Companies Act, 1956, a non-Government company, which has been in existence for not less than three (3) financial years, may, by a board resolution, contribute to a political party 5 per cent of its average net profits during the last three (3) financial years, and such donation is eligible for tax benefits under Section 80GGB of the IT Act.

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    2. Is there any incentive for a donor to make a donation under the Income Tax Act, 1961?

    Under the IT Act, 50 per cent of the amount donated to an institution or fund (Charitable Trust/Society/Section 25 Company) that is registered under section 80G of the IT Act is eligible for deduction in computing the total income of the donor.

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    3. How does an entity obtain grants/donations?

    There are no specific requirements that need to be followed for obtaining grant/ donation from domestic sources. However, to avail exemption under IT Act, the donee entity is required to be registered under Section 12A and 80G of the IT Act. With the 12A registration, the voluntary contributions received by the charitable institution/trust is exempted from the total income of the institution/trust, subject to application of such donations, which are not towards the corpus of the donee entity, towards charitable purposes. Furthermore, on registration under Section 80G, the donors become entitled to receive partial deduction with respect to the donations made, which will draw more donations. Thus, once the entity has obtained these registrations, it can easily obtain grants and donations. If the source of donation is from a foreign source, the donee entity would be required to obtain registration under Foreign Contribution (Regulation) Act, 2010, (‘FCRA 2010’), which had replaced the erstwhile Foreign Contribution (Regulation) Act, 1976 in the manner more specifically described in para 3.18 of this Handbook.

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    4. Are there any restrictions on the use of the funds received through donations?

    Under the IT Act, the income derived from property held by an institution wholly for charitable purposes is not taxed, if 85 per cent of such income is applied towards such charitable purposes in India. Thus, there is a restriction on the end-use to the extent that the assesse wishes to avail the tax benefits.
    Furthermore, where donations have been accepted on the assurance that they will be utilized for particular purpose, failure to fulfill that purpose may amount to misrepresentation or even fraud.

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    5. How can an entity receive donations from a foreign source?

    Under the FCRA 2010, a person (including a Section 25 company), having a definite cultural, economic, educational, religious or social program, is entitled to accept foreign contribution (which includes the donation of any currency, whether Indian or foreign, except any gift of an article for personal use whose market value in India on the date of such gift is not exceed Rs. 25,000 (Rupees Twenty Five Thousand only), from a foreign source (including a foreign citizen, or a foreign company, or an Indian company in which more than 50% of the authorized share capital is held by foreign residents, and which has not been exempted) on registration with the Central Government and subject to certain other conditions. If such an organization is not registered, it may obtain prior permission from the Central Government and intimate the amount received by them.  The FCRA 2010, (replacing the earlier Foreign Contribution (Regulation) Act, 1976) does not directly provide for any time period for which the organization has to be functional. However, the form required to be filed for obtaining registration or prior permission, requires the organization to provide details of the activities undertaken by the organization for the last three (3) years.
    There is no time limit provided within which the Ministry of Home Affairs would provide the registration or prior permission. Also note that, unlike the deemed approval provision available under FCRA, 1976 (which provided that if an application is not disposed off by the Government within 90 (ninety) days of the receipt of the application, the same would amount to deemed approval), no such provision exists in the FCRA, 2010.

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    6. Are there any entities/ classes of persons who cannot receive donations from a foreign source?

    As per the FRCA 2010, foreign contribution cannot be accepted by a candidate for election, correspondent, cartoonist, editor, owner, printer or publisher of a registered newspaper, a judge, government servant, employee of any Government corporation, member of the legislature, political party or office bearer thereof. However, organizations of a political nature, not being a political party, can accept foreign contribution with prior permission of the Central Government.

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    7. What factors should be kept in mind to draw more donations?

    A charitable institution will draw more donations if the donors see any personal benefit accruing from the donation. While some donors are motivated by altruism, others seek to reduce their tax liability by claiming deduction under Section 80G of the IT Act. The institution should keep two factors in mind when seeking donations. Firstly, the organization should ensure that it has obtained the Section 12A registration under the IT Act for the donors to gain partial exemption on their donations. Secondly, enhanced transparency and accountability will assure the donors that their money is being put to the right use and thus, draw more donations.

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    8. What are investors looking for in a company in which they plan to invest?

    The first and foremost thing that an investor looks for in a prospective investee is the prospective growth of the investee, which could give it a return on their investment at the time of its exit. Further, the investor would prefer an investee, where the entire amount of investment brought in by the investor is utilized only for the specified purposes, and often in accordance with an agreed business plan. This would require two things from the investee company; (a) a well thought out business plan (featuring a detailed and realistic business strategy of current and future plans) and realistic achievable financial forecasts and potential for high returns on investment; and (b) compliances under the various laws applicable to the investee for conducting its business, such that the investment is not spent on paying penalties levied by the regulatory authorities. An efficient and effective internal control system along with the implementation of corporate governance norms within the company is sure to draw more investors. Further, the company can build a favorable image by pursuing activities towards the fulfillment of its corporate social responsibility.

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