M/s TTQ is a listed Company and it is involved in business of manufacturing soaps and detergents. Its market valuation is approx. ₹ 7,000 crores and the market value of one share of the company is ₹ 80 per share. It has
CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2024
M/s TTQ is a listed Company and it is involved in business of manufacturing soaps and detergents. Its market valuation is approx. ₹ 7,000 crores and the market value of one share of the company is ₹ 80 per share. It has three existing directors. It has recently appointed Mr. Saral Singh as its director. Mr. Saral Singh is an expert in the field of chemistry and he is associated with the company for last 20 years as an employee. The Company wants to reward Mr. Saral Singh for the know-how, he has brought to the company and wants to issue 50,000 equity shares to Mr. Saral Singh at a discounted price of ₹ 15 per share. Examine in view of applicable provision of companies Act, and state whether issue of equity shares at a discounted price to a director is allowed. If yes, state the disclosures required in Board Report for such issue of shares.
Answer & Explanation:
The company may issue sweat equity shares to Mr. Saral Singh. Sweat equity shares are the shares which are issued by the Company to its Directors or employees at a discount or for consideration, other than cash, for providing their know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called. Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 provides that the Board of Directors shall, inter alia, disclose in the Directors' Report for the year in which such shares are issued, the following details of issue of sweat equity shares namely:- the class of director or employee to whom sweat equity shares were issued; the class of shares issued as Sweat Equity Shares; the number of sweat equity shares issued to the directors, key managerial personnel or other employees showing separately the number of such shares issued to them, if any, for consideration other than cash and the individual names of allottees holding one percent or more of the issued share capital; the reasons or justification for the issue; the principal terms and conditions for issue of sweat equity shares, including pricing formula; the total number of shares arising as a result of issue of sweat equity shares; the percentage of the sweat equity shares of the total post issued and paid up share capital; the consideration (including consideration other than cash) received or benefit accrued to the company from the issue of sweat equity shares; the diluted Earnings Per Share (EPS) pursuant to issuance of sweat equity shares.
Topics: Share Capital
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