Procedure for Issue of Bonus Shares
Companies Act, 2013
1. Compliance with Section 63 of the Companies Act, 2013.
2. Issue can only be out of :-
a. Out of Free Reserves
b. Securities Premium Account
c. Capital Redemption Reserve Account.
3. Further proceed with below mentioned procedure:-
a. Check authorisation in Articles of Association;
b. Pass resolution in Board Meeting and recommend to Shareholders;
c. Pass ordinary resolution in general meeting; (Annexure 1)
d. The Company should not have defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it;
e. The Company should have not defaulted in respect of the payment of statutory dues of the employees, such as, contribution to provident fund, gratuity and bonus;
f. The Company should convert its partly paid shares into fully paid shares.
4. Compliance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and RBI Regulations where shares are being issued to Non-residents.
SEBI Regulations
Conditions for bonus issue.
92. Subject to the provisions of the Companies Act, 1956 or any other applicable law for the time being in force, a listed issuer may issue bonus shares to its members if:
(a) it is authorised by its articles of association for issue of bonus shares, capitalisation of reserves, etc.:
Provided that if there is no such provision in the articles of association, the issuer shall pass a resolution at its general body meeting making provisions in the articles of associations for capitalisation of reserve;
(b) it has not defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it;
(c) it 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 and bonus;
(d) the partly paid shares, if any outstanding on the date of allotment, are made fully paid up
Restriction on bonus issue.
93. (1) No issuer shall make a bonus issue of equity shares unless it 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.
(2) The equity shares so reserved for the holders of fully or partly compulsorily convertible debt instruments shall be issued at the time of conversion of such convertible debt instruments on the same terms or same proportion at which the bonus shares were issued.
Bonus shares only against reserves, etc. if capitalised in cash.
94. (1) The bonus issue shall be made out of free reserves built out of the genuine profits or securities premium collected in cash only and reserves created by revaluation of fixed assets shall not be capitalised for the purpose of issuing bonus shares.
(2) Without prejudice to the provisions of sub-regulation (1), the bonus share shall not be issued in lieu of dividend.
Completion of bonus issue.
95. (1) An issuer, announcing a bonus issue after the approval of its board of directors and not requiring shareholders’ approval for capitalisation of profits or reserves for making the bonus issue, shall implement the bonus issue within fifteen days from the date of approval of the issue by its board of directors:
Provided that where the issuer is required to seek shareholders’ approval for capitalisation of profits or reserves for making the bonus issue, the bonus issue shall be 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.
(2) Once the decision to make a bonus issue is announced, the issue can not be withdrawn
Annexure 1
Assumption Bonus Shares are issued of Rs. 70 Crore; and bonus share so issued is of Rs. 5 /-each
To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the following
“RESOLVED THAT in accordance with Section 63 and other applicable provisions of the Companies Act, 2013, or any amendment or re-enactment thereof and Article ____ of the Articles of Association of the Company and subject to the regulations issued by the Securities and Exchange Board of India (SEBI) in this behalf and subject to such approvals, consents, permissions and sanctions as may be necessary from appropriate authorities, consent be and is hereby accorded to the Board of Directors of the Company (‘the Board’, which term shall be deemed to include any Committee thereof) for capitalization of a sum not exceeding Rs. 70,00,00,000/- (Rupees Seventy Crores only) from the Securities Premium Account, General Reserves or any other permitted reserves/ surplus of the Company for the purpose of issue of Bonus Shares of Rs. 5/- (Rupees Five Only) each, credited as fully paid-up to the holders of the Equity Shares of the Company whose names shall appear on the Register of Members on the ‘Record Date’ determined by the Board or a Committee thereof for the purpose, in the proportion of 1 (One) Bonus Equity Share of Rs. 5/- for every 2 (Two) fully paid-up Equity Shares of Rs. 5/- each held by them and that the Bonus Shares so distributed shall, for all purposes, be treated as an increase in the paid up Capital of the Company held by each such Member, and not as income. ”
“RESOLVED FURTHER THAT the Bonus Shares so allotted shall rank pari passu in all respects with the fully paid-up Equity Shares of the Company as existing on the Record Date, save and except that they shall not be entitled to any dividend that may be declared before the ‘Record Date.”
“RESOLVED FURTHER THAT” the Bonus Shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.”
“RESOLVED FURTHER THAT no letter of allotment shall be issued in respect of the Bonus Shares and in the case of Members who hold Shares or opt to receive the Shares in dematerialized form, the Bonus Shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participants and in the case of Members who hold Equity Shares in certificate form, the share certificates in respect of the Bonus Shares shall be dispatched, within such time as prescribed by law and the relevant authorities. ”
“RESOLVED FURTHER THAT the issue and allotment of the Bonus Shares to Non-Resident Members, Foreign Institutional Investors (FlIs) & other foreign investors, be subject to the approval of the Reserve Bank of India, as may be necessary. ”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of such shares on the Stock Exchanges where the securities of the Company are listed as per the provisions of the Listing Agreements with the concerned Stock Exchanges and other applicable guidelines, rules and regulations. ”
“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things and to give such directions as may be necessary or expedient, and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”
Explanatory Statement
STATEMENT PURSUANT TO SECTION 102(1) OF COMPANIES ACT, 2013
(Specify the Reason Say if its Silver jubilee of the Company one could say) To commemorate the silver jubilee of the Company, the Board of Directors of the Company in its meeting held on _________, has recommended for approval of the shareholders, issue of bonus shares to the holders of equity shares of the Company in the ratio of 1:2 (i.e. one bonus equity share of Rs.5/- for every two fully paid up equity shares of Rs. 5/- each held) by increasing the Issued, Subscribed and Paid-up Share Capital of the Company to a sum not exceeding Rs. 210,00,00,000/- after capitalising a sum not exceeding Rs 70,00,00,000/- from the Securities Premium Account, General Reserves or any other permitted reserves/ surplus as per the Audited Accounts of the Company for the financial year ended ____________, and the same is proposed to be applied in paying up in full not exceeding 35,00,00,000 Equity Shares of Rs. 5/- each.
The fully paid-up Bonus Shares shall be distributed to the Members of your Company, whose names shall appear on its Register of Members on the Record Date determined by the Board of Directors of your Company (which term shall be deemed to include any Committee thereof) for the purpose of issue of Bonus Shares, in the proportion of 1 (One) Bonus Share of Rs. 5/- for every 2 (Two) Equity Shares of Rs. 5/- each held by them on the Record Date.
The Bonus Shares so allotted shall rank pari passu in all respects with the fully paid-up Equity Shares of the Company as existing on the Record Date, save and except that they shall not participate in any dividend that may be declared before the ‘Record Date’. The final dividend of Rs.18.50 per share on pre-bonus share capital recommended by the Board of Directors on June 25, 2013 will work out to Rs.12.33 per share post issue of bonus shares.
Directors of your Company are interested in this Resolution to the extent of their respective shareholdings/ Stock Options in the Company.
The Board of Directors of your Company recommends this Resolution for your approval
By order of the Board of Directors
For Name of Company
COMPANY SECRETARY
Place : _____________
Date : ______________
The author of the above is Mr. Sumit Talreja, he can be contacted at: 08819016904. For any Suggestions, Comments & Queries you may contact the Author at talreja.sumit27@gmail.Com
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