The provision of the corporate benefit of Capitalization of profits for issue of bonus shares to the shareholders is a process inviting rigorous vouching by the Secretarial Auditor of the company. Provide a checklist for
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2019
The provision of the corporate benefit of Capitalization of profits for issue of bonus shares to the shareholders is a process inviting rigorous vouching by the Secretarial Auditor of the company. Provide a checklist for vouching of bonus issue.
Answer & Explanation:
The following points shall be the focus of the checklist for vouching the capitalization of profit for issue of Bonus shares by the company: Whether the issuer company is authorised by its articles of association for issue of bonus shares, if not special resolution has been passed and a certified true copy of the resolution passed in the EGM/AGM has been filed with the Registrar in Form MGT-14. In case the issuer company is authorised by its articles, check the certified true copy of the resolution passed by the Board of Directors in which the company has proposed to issue Bonus Shares to the shareholders of the company. In case of a listed entity, the certificate that the proposed bonus shares would be ranking pari-passu in all respect including dividend with the existing equity shares of the company should be checked. confirmation that all the existing securities of the company are fully paid-up and are listed on the Exchange to be made. the names of the Stock Exchanges where the securities of the company are listed and intimation given to them as per listing regulations. A certified true copy of latest Annual Report. Check whether the issuer, announcing a bonus issue after the approval of its board of directors and not requiring shareholders' approval, has implemented the bonus issue within fifteen days from the date of approval of the issue by its board of directors. Check whether the bonus issue was implemented within two months from the date of the meeting of its board of directors wherein the decision to announce the bonus issue was taken subject to shareholders' approval. In case of unlisted company the issuer company shall comply with Section 63 of the Companies Act, 2013. Whether the issuer company has made reservation of equity shares of the same class in favour of the holders of outstanding compulsorily convertible debt instruments, if any, in proportion to the convertible part thereof, and whether the equity shares so reserved have been issued at the time of conversion of such convertible debt instruments.
Topics: Secretarial Audit
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