Following information and figures are noticed from the Annual Accounts for the year ended 31st March, 2019 of MNP Limited, a listed company: Authorized Shares Capital ₹10 crore comprising of one crore Equity shares of ₹1
CS Professional · Capital Commodity and Money Market · PYQS · December 2020
Following information and figures are noticed from the Annual Accounts for the year ended 31st March, 2019 of MNP Limited, a listed company: Authorized Shares Capital ₹10 crore comprising of one crore Equity shares of ₹10 each. Paid-up Share Capital of ₹4.5 crore comprising of 40,00,000 Equity shares of ₹10 each fully paid-up and 10,00,000 Equity shares of ₹10 each called and paid-up to ₹5 each. The total paid-up capital is paid up in cash. Securities Premium Account ₹10 crore. 2,50,000 fully convertible debentures of ₹100 each. These debentures are due for conversion on 30th June, 2019 in full into fully paid Equity shares of ₹10 each in the ratio of two equity shares for one debenture. General Reserve ₹15 crore. Fixed asset revaluation reserves ₹2.5 crore. It was further ascertained that the partly paid shares were made fully paid by 30th June, 2019. The directors of MNP Limited propose to issue bonus shares in the ratio of 1:1. In the light of above answer the following: Explain the procedure of issue of bonus shares by listed companies as per the SEBI (ICDR) Regulations 2009.
Answer & Explanation:
Answer 1(b)(1) Procedure for issue of bonus shares by listed company as per SEBI (ICDR) Regulations 2009: Conversion of FCDs/PCDs: Ensure that if conversion of FCDs / PCDs is pending, similar benefit has been extended to the holders of each FCDs / PCDs, through reservation of shares in proportion of such convertible part of FCDs/PCDs. The shares so reserved may be issued at the time of conversion(s) of such debentures on the same terms on which the bonus issue was made. Source of Bonus Issue: Ensure that bonus issue has been made out of free reserves built out of the genuine profits or securities premium collected in cash only. Revaluation Reserves: Ensure that reserves created by revaluation of fixed assets are not capitalized. No Default: Ensure that the company has not defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it or in respect of the payment of statutory dues of the employees such as contribution to provident fund, gratuity, bonus etc. Not in lieu of dividend: Ensure that the bonus issue is not made in lieu of dividend. Articles of Association: There should be a provision in the Articles of Association of the company permitting issue of bonus shares; if not, steps should be taken to alter the articles suitably. Authorized Capital: The share capital as increased by the proposed bonus issue should be well within the authorized capital of the company; if not, necessary steps have to be taken to increase the authorized capital. Finalize Proposal: Finalize the proposal and fix the date for the Board Meeting for considering the proposal and for authorizing the taking up of incidental and attendant matters. Partly Paid-up Shares: If there are any partly paid-up shares, ensure that these are made fully paid-up before the bonus issue is recommended by the Board of directors. Notify Stock Exchange: The date of the Board Meeting at which the proposal for bonus issue is proposed to be considered should be notified to the stock exchange(s) where the company's shares are listed. Hold Board Meeting: Hold the Board Meeting and get the proposal approved by the Board. Resolution for General Meeting: The resolution to be passed at the General Meeting should also be approved by the Board in its meeting. The intention of the Board regarding the rate of dividend to be declared in the year after the bonus issue should be indicated in the resolution for bonus issue to be passed by members in general meeting. Intimate Stock Exchange: Immediately after the Board meeting intimate the stock exchange(s) regarding the outcome of the Meeting. Implementation Timeline: Ensure that the company has announced bonus issue after the approval of Board of Directors and did not require shareholders' approval for capitalization of profits or reserves for making bonus issue as per the Article of Association, had implemented bonus issue within fifteen days from the date of approval of the issue by the board of directors of the company and must not have the option of changing the decision. However, where the company was required to seek shareholders' approval for capitalization of profits or reserves for making bonus issue as per the Article of Association, the bonus issue has implemented within two months from the date of the meeting of the Board of Directors wherein the decision to announce bonus was taken subject to shareholders' approval. Convene General Meeting: Arrangements for convening the general meeting should then be made keeping in view the requirements of the Companies Act, with regard to length of notice, explanatory statement etc. Also three copies of the notice should be sent to the stock exchange(s) concerned. Hold General Meeting: Hold the general meeting and get the resolution for issue of bonus shares passed by the members. A copy of the proceedings of the meeting is to be forwarded to the concerned stock exchange(s). Fix Record Date: In consultation with the Regional Stock Exchange fix the date for closure of register of members or record date and get the same approved by the Board of directors. Issue a general notice under Section 91 of the Companies Act, 2013 in respect of the fixation of the record date in two newspapers one in English language and other in the language of the region in which the Registered Office of the company is situated. Notice to Stock Exchange: Give 7 days' notice to the stock exchange(s) concerned before the date of book closure / record date. Prepare Allottee List: After record date process the transfers received and prepare a list of members entitled to bonus shares on the basis of the register of members as updated. This list of allottees is to be approved by the Board or any Committee thereof. The list usually serves as allotment list and on this basis the allotment is to be made to the eligible members. File Return of Allotment: File return of allotment with the Registrar of Companies within 30 days of allotment (Section 39 of the Companies Act, 2013). Also intimate stock exchange(s) concerned regarding the allotments made. Allotment Timeline: Ensure that the allotment is made within fifteen days of the date on which the Board of directors approved the bonus issue. Listing Application: Submit an application to the stock exchange(s) concerned for listing the bonus shares allotted.
Topics: SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
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