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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