The financial data of Natural Energy Limited as on 31st March, 2018 are as under: (i) Authorised Share Capital: ₹ 700 crore (ii) Paid-up Capital: ₹ 300 crore (iii) Free Reserves: ₹ 800 crore The company has pending conve

Chapter XI consisting of regulation 293-295 of the SEBI (ICDR) Regulations, 2018 stipulates the provisions with respect to issue of bonus shares. Regulation 293 provides that, subject to the provisions of the Companies Act, 2013 or any other applicable law, a listed issuer shall be eligible to issue bonus shares to its members if: it is authorized by its Articles of Association for issue of bonus shares, capitalization of reserves, etc; Provided that if there is no such provision in the Articles of Association, the issuer shall pass a resolution at its general body meeting making provisions in the Articles of Association for capitalization of reserve; it has not defaulted payment of interest or principal in respect of fixed deposits or debt securities issued by it; it has not defaulted in payment of statutory dues of the employees such as contribution to provident fund, gratuity and bonus; any outstanding partly paid shares on the date of the allotment of the bonus shares are made fully paid-up; any of its promoters or directors is not a fugitive economic offender. The Article of Association must authorize it to issue the bonus shares. If there is no provision in the Article for Bonus shares, firstly articles shall be amended by the company. Determination of increase in authorized capital required: Paid-up share capital as on 31/03/2018: ₹ 300 crores Paid-up share capital after conversion of debentures: ₹ 450 crores Proposed Bonus issue: One share for every share held = ₹ 900 Crores Post Bonus issue Capital: ₹ 900 Crores Since authorized capital is ₹ 700 crores only, it is required to increase the authorized capital by ₹ 200 crores or more. The Reserves & Surplus is ₹ 800 crores, therefore bonus issue of ₹ 450 crores can be made out of reserves & surplus. Other conditions to be followed: Bonus shares shall not be issued in lieu of dividend A resolution shall be passed by the Board in its meeting Bonus issue shall be completed within 15 days from the date of approval of Board of Directors, if shareholders' approval is not required Where approval of shareholders is required, bonus issue shall be completed within 2 months from the date of meeting of Board of Directors wherein the decision to announce the bonus issue was taken subject to shareholder's approval A bonus issue, once announced, shall not be withdrawn.