Bonus issue

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Querist : Anonymous

Querist : Anonymous (Querist)

22 February 2013 What is the procedure to issue bonus shares in a private limited company.

Please also confirm whether approval of shareholders is also necessary or not ??

Some Facts: Till date AOA does not have provision for capitalization of profits.

Please answer me steps by steps.

Sanket

Sanket (Expert)
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22 February 2013 Conditions for issue of bonus shares :

For making an issue of bonus shares, the following conditions must be complied with:

(1) Sufficient undistributed profits must be there.

(2) Articles must permit such an issue.

(3) Suitable resolution by the Board of Directors must be passed.

(4) Formal approval of the shareholders in a general meeting must be secured.

(5) Permission of the 'Controller of Capital Issues' must be obtained under the Capital Issues Control Act, 1947, regardless of the amount involved. There is no lower exemption limit in case of bonus share because care is taken to see that the company does not get over-capitalised in the process, and that the issue satisfies the guidelines prescribed by the Government in that regard. It is worth noting here that the said permission is required to be obtained by every company whatsoever—private company, banking and insurance company, government company and public company.

Sanket

Sanket (Expert)
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22 February 2013 The secretarial procedure followed in the issue of bonus shares may briefly be stated as follows :

(1) To ensure that Articles permit the issue of bonus shares. If not, the Articles should be suitably amended.

(2) To ensure that the bonus issue is within the limits of authorized share capital of the company. If not, memorandum and articles have to be suitably amended.

(3) To convene a meeting of the Board of Directors:

to consider the proposal for 'Bonus Issue' and the proportion in which the same should be issued.
to fix up the date, time, place and agenda of the extra-ordinary general meeting to be convened for securing the approval of the shareholders.
to approve the date of closing the Register of Members and transfer books.

(4) If the company's shares are listed on a Stock Exchange, to notify the Exchange of the date of the Board meeting which will consider the issue of bonus shares and further to notify the Exchange of the decision in that regard immediately after a formal decision has been taken.

(5) To issue notices to members relating to the aforesaid general meeting along with the explanatory statement.

(6) To pass a resolution in the general meeting, as per Articles. If it is a special resolution a copy thereof to be filed with the Registrar within 30 days.

(7) To obtain the permission of the Controller of Capital Issues regardless of the amount involved.

(8) To obtain the approval of stock exchange(s) for the procedure to be followed for allotment of bonus shares.

(9) To obtain the approval of the Reserve Bank of India, under the foreign Exchange Regulation Act, 1973, for allotment of bonus shares to non-resident members, if any.

(10) To prepare 'provisional allotment sheets' i.e., the lists of members showing their present shareholding and the number of bonus shares to which they are entitled.

(11) To convene another Board meeting: (i) to approve the 'provisional allotment sheets' and to pass an allotment resolution, and (ii) to approve the date of closing the Register of Members and transfer books.

(12) To give a public notice in some leading newspaper regarding the closure of Register of Members and transfer books for the purpose of issue of bonus shares. (A specimen of such a notice is given at the end of this chapter)

(13) To issue Allotment Letters to the members along with a circular-explaining how the allotment has been made.

(14) To file with the Registrar within 30 days of allotment a 'Return of Allotment' stating: (i) the number and nominal amount of the bonus shares so allotted; (ii) names, addresses and occupations of the allottees; and (iii) a copy of the resolution authorising the issue of such shares [Sec. 75(1) (c)(i)].

(15) To make necessary entries in the Register of Members.

(16) To prepare and issue new share certificates.

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Querist : Anonymous

Querist : Anonymous (Querist)

22 February 2013 please reply provisions in relation to private limited company only ???

Please also confirm whether shareholders permission is required or not.

Querist : Anonymous

Querist : Anonymous (Querist)

22 February 2013 please reply specifically.