Chapter: Business Science - Merchant Banking and Financial Services - Issue Management Introduction

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Bonus Issues Method

Where the accumulated reserves and surplus of profits of a company are converted into paid up capital, it takes the form of issue of 'bonus shares'. It merely implies capitalization of exiting reserves and surplus of a company.

Bonus Issues Method

 

Where the accumulated reserves and surplus of profits of a company are converted into paid up capital, it takes the form of issue of 'bonus shares'. It merely implies capitalization of exiting reserves and surplus of a company. The issue of bonus shares is subject to certain rules and regulations. The issue does not in any way affect the resources base of the enterprise. It saves the company enormously of the hassles of capital issue. Issued under Section 205 (3) of the Companies Act, such shares are governed by the guidelines issued by the SEBI (applicable to listed companies only) as follows:

 

1SEBI Guidelines

 

Following are the guidelines pertaining to the issue of bonus shares by a listed corporate enterprise:

 

1.   Reservation In respect of FCDs and PCDs, bonus shares must be reserved in proportion to such convertible part of FCDs and 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 issues were made.

 

2. Reserves The bonus issue shall be made out of free reserves built out of the genuine profits or share premium collected in cash only. Reserves created by revaluation of fixed assets are not capitalized.

 

3. Dividend mode The declaration of bonus issue, in lieu of dividend, is not made

 

4. Fully paid The bonus issue is not made unless the partly paid shares, if any are made fully paid-up.

 

5. No default The Company has not defaulted in payment of interest or principal in respect of fixed deposits and interest on existing debentures or principal on redemption thereof and has sufficient reason to believe that it has not defaulted in respect of the payment of statutory dues of the employees such as contribution to provident fund, gratuity, bonus etc.

6. Implementation A company that announces its bonus issue after the approval of the Board of Directors must implement the proposal within a period of 6 months from the date of such approval and shall not have the option of changing the decision.

 

7. The articles The articles of Association of the company shall contain a provision for capitalization of reserves, etc. If there is no such provision in the Articles, the company shall pass a resolution at its general body meeting making provisions in the Articles of Associations for capitalization.

 

8.  Resolution Consequent to the issue of bonus shares if the subscribed and paid-up capital exceeds the authorized share capital, the company at its general body meeting for increasing the authorized capital shall pass a resolution.

 

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