OF SHARE MONEY TO THE PREFERANCE SHAREHOLDERS. WITH EFFECT FROM 1 st
MARCH 1997 A COMPANY CANNOT ISSUE IRREDEEMABLE PREFERANCE SHARE OR SHARES WHICH CAN BE REDEEMED BEYOND A PERIOD OF 20 YEARS. REDEEMABLE PREFERANCE SHARE MEAN THE SHARES WHICH CAN BE REDEEMED AFTER FIXED PERIOD OR AFTER GIVING PRESCRIBED NOTICE, AS DESIRED BY THE COMPANY. AUTHORISED BY ARTICLES REDEMPTION OF FULLY PAID UP SHARES REDEMPTION OUT OF PROFIT OR BY ISSUING NEW SHARE. UTILISATION OF CRR. REDEMPTION WITHIN ONE MONTH FROM ISSUE OF NEW SHARE REDEMPTION AT PREMIUM INFORMATION{WITHIN 30 DAYS} PART OF AUTHORISED CAPITAL. IF A CO. HAS LARGE ACCUMULATED RESERVE{WHETHER CAPITAL OR REVENUE} BUT IT MAY NOT BE IN A POSITION TO PAY CASH BONUS BECAUSE IT ADVERSELY AFFECTS THE WORKING CAPITAL OF A CO.AND FUTURE PLANS OF CAPITALISATION. SUCH A CO. MAY ISSUE ADDITIONAL EQUITY SHARE TO ITS EXITING SHAREHOLDERS IN THE PROPORTION OF THEIR EXISTING SHAREHOLDING IN THE CO. WITHOUT CHARGING ANY FURTHER PAYMENT. SUCH SHARE ARE KNOWN BONUS SHARE,. THE B S ISSUE IS MADE OUT OF FREE RESERVES BUILT OUT OF THE GENUINE PROFIT OR SECURITIES PREMIUM COLLECTED IN CASH ONLY RESERVE CREATED BY REVALUTION OF FIXED ASSETS ARE NOT CAPITALISED. THE DECLARARATION OF BONUS ISSUE, IN LIEU OF DIVIDEND, IS NOT MADE. THE B.ISSUES IS NOTS MADE UNLESS PARTLY PAID SHARE IF ANY ARE MADE FULLY PAID UP. THE CO. WHICH 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 IHE DECISION. THE HAS NOT DEFAULTED IN PAYMENT OF INTEREST OR PRINCIPAL IN RESPECT OF FIXED DEPOSITS AND INTEREST ON EXISTING DEBENTURES OR PRINCIPAL ON REDEMPTION THEREFORE 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 P. F. GRATUATY BONUS etc. FROM CO. POINT OF VIEW: SINCE THERE IS NO CASH OUTGOING, HENCE LIQUIDITY OF THE CO. IS NOT AFFECTED. CAPITALISATION OF RESERVES INCREASES SUBSTANTIALLY THE CR. WORTHINESS OF CO. PROFIT REMAINING THE SAME, THE CO. CAN NOT DECLARE HIGH DIVIDENDS ON EXPENDED CAPITAL AS PROFIT AND RESERVE ARE ACCUMULATED IN CO. THE ASSETS OF THE CO GO ON INCRESING MORE IN COMPARISON TO SHARE CAPITAL.THIS DISPARITY CAN BE REMOVED BY ISSUING B S. BECAUSE A RESULT OF ISSUING BS ,THE ACCUMULATED PROFITS ARE CONVERTED INTO SHARE CAPITAL WITHOUT AFFECTING ASSETS. THE SHAREHOLDERS CAN DISPOSE OFF BS FOR FULFILLING THEIR CASH NEEDS. THE SHAREHOLDERS CAN RECEIVE MORE DIVIDENDSIN FUTURE DUE TO INCREASED SHAREHOLDINGS. AS IT IS V. DIFFICULT TO BUY SHARE OF NEW CO. AND THEY GET IT EASILY. DIVIDENDS IN CASH ATTRACT HIGH TAX RETURN. THE ISSUE OF BS MAY RESULT IN DRASTIC FALL IN THE MARKET PRICE OF THE SHARES BECAUSE OF INCREASED SUPPLY OF THE SHARE IN THE MARKET. ISSUE OF BS MAY RESULT INTO REDUCTIONIN THE RATE OF DIVIDEND AS IT IS ONLY THE CAPITAL THAT INCREASES AND NOT THE PROFIT OF THE CO. THE ISSUE OF BS MAY LEAD TO SPECULATIVE DEALING IN ITS SHARES IN THE STOCK MARKET. CAPITAL REDEMPTION RESERVE SECURITY PREMIUM ACCOUNT (BOTH THE ABOVE ACCOUNTS CAN BE UTILISED ONLY FOR ISSUING FULLY PAID BS NOT FOR MAKING PARTLY PAID SHARES AS FULLY PAID) CAPITAL RESERVE GENERAL RESERVE BALANCE OF P&L A/C ANY OTHER RESERVE. THE CO ACT 1999 HAS INSERTED NEW SECTION 77A,77B PREMITTING A CO. TO PURCHASE ITS OWN SHARES SUBJECTS TO CERTAIN CONDITION PRIOR TO THIS ACT CO. COULD NOT PURCHASE ITS OWN SHARES A CO. MAY USE THE FOLLOWING SOURCES FOR BUY BACK OF ITS OWN SHARES; ITS FREE RESERVES THE SECRITIES PREMIUM ACCOUNT THE PROCEEDS OF ANY SHARES OR OTHER SPECIFIED SECURITIES. THE BUY- BACK SHOULD BE AUTHORIZED BY THE ARTICLES OF ASSOCIATION OF THE COMPANY. THE SPECIAL RESOLUTION IS TO BE PASSED IN THE GENERALMEETING OF SHAREHOLDERS. THE BUY-BACK SHOULD BE COMPLETED WITHIN 12 MONTHS FROM THE DATE OF PASSING THE SPECIAL RESOLUTION. THE DEBT-EQUITY RATIO OF THE COMPANY SHOULD NOT BE MORE THAN2:1 AFTER SUCH BUY BACK. ALL THE SHARES OR OTHER SPECIFIED SECURITIES FOR BUY BACK SHOULD BE FULLY PAID UP. A CO. THAT BUY BACK ITS OWN SHARES SHALL EXTINGUISH AND PHYSICALLY DESTROY SUCH SHARES WITHIN SEVEN DAYS OF THE LAST DATE OF COMPLETION OF BUY BACK IN THE PRESENCE OF MERCHANT BANKERS OR REGISTRAR OR STATUTORY AUDITOR THE BUY-BACK MAY BE MADE: EXISTING EQUITY SHAREHOLDERS ON A PROPORTIONATE BASIS. OPEN MARKET ODD LOT SHAREHOLDERS EMPLOYEES OF THE COMPANY PURSUANT TO A SCHEME OF STOCK OPTION OR SWEAT EQUITY. WHERE A COMPANY COMPLETES THE BUY BACK OF ITS SHARES ,IT SHALL NOT MAKE FURTHER ISSUE OFSHARES WITHIN A PERIOD OF TWENTY FOUR MONTHS EXCEPT IN THE FOLLOWING FORM: BONUS ISSUE DISCHARGE OF SOME OBLIGATION SUCH AS CONVERSION OF WARRANTS STOCK OPTION SCHEMES SWEAT EQUITY SHARES OR CONVERSION OF PREFERANCE SHARES IN TO EQUITY SHARES
IT HELPS CAPITA L RESTRUCTURING OF THE COMPANY. IT HELPS IN GETTING RID OF THE CAPITAL NOT REQUIRED BY CO. THEREBY A CO. CAN ENHANCE ITS EARNING PER SHARES. IT HELPS A CO. TO OBSTRUCT A TAKE OVER OF THE CO. BY UNDESIRABLE PERSONS. CORPORATE DIVIDEND TAX CAN BE SAVED ACC. TO SECTION 77A, A CO. MAY PURCHASE ITS OWN SHARES OR OTHER SPECIFIED SECURITIES OUT OF THE FOLLOWINGS: FREE RESERVE SECURITIES PREMIUM ACCOUNT THE PROCEEDS OF ANY SHARES OR OTHER SPECIFIED SECURITIES.