·
MEANING AND DEFINITION OF BONUS SHARES:
Bonus
share is a share issued to the existing shareholders of the company in ratio to
the respective shareholding in the Company at free of cost. The board may
decide to utilise the free reserves and/or securities premium of the Company by
issuing bonus shares to the shareholders of the Company to let them get benefited by the growth and reserves of the Company.
·
PROVISIONS OF COMPANIES ACT APPLICABLE ON
BONUS ISSUE:
There are no specific provisions of Companies
Act, 1956 dealing with issue of bonus shares, though reference has been given
to bonus issue/bonus shares in section 205 and Table A. Articles of association
of the Company must be checked for any articles dealing with issue of bonus
shares in the Company.
·
SEBI GUIDELINES GOVERNING BONUS ISSUE OF
SHARES:
SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009
·
ASCERTAIN AVAILABILITY OF RESOURCES FOR ISSUE
OF BONUS SHARES:
Securities
premium u/s 78(2) and capital redemption reserve account u/s 80(5) may be
utilised for issue of bonus shares. Also assure that the unissued authorised
capital is sufficient for issue of bonus shares.
·
BOARD RESOLUTION FOR PROPOSING ISSUE OF BONUS
SHARES:
RESOLVED THAT pursuant to provisions
of Companies Act, 1956 and Article __________ of the Articles of Association of
the company, and subject to the consent of the members in the general meeting
the Board do hereby recommend that a sum of Rs. __________ be capitalised out
of the following namely,
1.
2.
3.
[State the reserves along with the amounts proposed to be capitalized from each reserve]
and be distributed amongst the equity shareholders of the company, by issue of __________ equity shares of Rs. __________ each credited as fully paid up to the equity shareholders in the proportion of __________ equity shares for every __________ equity shares held by them on the date the transfer books are proposed to be closed as may be declared by the board and that such new shares as and when issued and fully paid, shall rank pari passu with the existing equity shares.
RESOLVED FURTHER THAT an extra ordinary general meeting of the members of the Company be and is hereby called on ….day of ……, 20.. at .. a.m. at the registered office of the Company situated at….to take approval of the Company on issue of bonus shares and that Mr. …., director of the Company be and is hereby authorised to issue notice as per draft placed before the board and initialed by the chairman for the purpose of identification and to do all such other deed and things as may be necessary and expedient to give effect to this resolution.”
1.
2.
3.
[State the reserves along with the amounts proposed to be capitalized from each reserve]
and be distributed amongst the equity shareholders of the company, by issue of __________ equity shares of Rs. __________ each credited as fully paid up to the equity shareholders in the proportion of __________ equity shares for every __________ equity shares held by them on the date the transfer books are proposed to be closed as may be declared by the board and that such new shares as and when issued and fully paid, shall rank pari passu with the existing equity shares.
RESOLVED FURTHER THAT an extra ordinary general meeting of the members of the Company be and is hereby called on ….day of ……, 20.. at .. a.m. at the registered office of the Company situated at….to take approval of the Company on issue of bonus shares and that Mr. …., director of the Company be and is hereby authorised to issue notice as per draft placed before the board and initialed by the chairman for the purpose of identification and to do all such other deed and things as may be necessary and expedient to give effect to this resolution.”
·
SHAREHOLDERS RESOLUTION(ORDINARY RESOLUTION:
“RESOLVED THAT a sum of Rs. ---------/-(Rupees --) being a part of
the undistributed profits of the Company standing to the credit of its General
Reserve/securities premium be capitalized
and that the said amount be applied in paying up in full at par ----- (----) equity shares
of Rs. 10/- each in the capital of the company to be allotted and distributed
as fully paid bonus shares to and amongst the Members who are on the company’s
Register of Members of the equity shares on such date as may be determined by
the Board of Directors of the company (hereinafter called “the Board”) to the
holders of the existing ---- (----) issued and paid up equity shares of the company in the proportion of (mention
the ratio of issue) and paid up equity share held by them, respectively on the said
date on the footing that they become entitled to their new equity shares as
capital and not as income.
RESOLVED FURTHER THAT the new equity
shares shall in all respects rank pari passu with the existing equity shares
including for the payment of dividend, if any, declared by the company any time
after the allotment of the aforesaid Bonus Shares.
RESOLVED FURTHER THAT the Board be and
is hereby authorized to allot and issue new equity shares credited as fully
paid provided that if any fractions of shares are involved in making the
aforesaid allotment, no fractional certificates will be issued, but that such
fractions shall be consolidated and that the Board be and is hereby authorized
to allot the shares resulting from such consolidation to such person or persons
(including any Director or employee of the company) upon trust for sale on such
terms and conditions as the Board may think fit and that the net proceeds of
sale (after payment of costs and charges of such sale) be distributed proportionately
amongst those said members entitled to such fractions in proportion to their
respective entitlements.
RESOLVED
FURTHER THAT board of directors be and hereby authorised to do all such acts, deeds
and things as may be necessary and expedient to give effect to this resolution”
· BOARD RESOLUTION FOR ALLOTMENT OF BONUS
SHARES:
“RESOLVED THAT ----- equity shares of Rs.
--/- each, bearing distinctive nos. ----- (both inclusive) be and is hereby
allotted to the following Applicants as per details given herein below:
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
RESOLVED FURTHER THAT Mr. ---, Director
be and is hereby authorized to file the relevant Form No. 2 [Return of
Allotments u/s 75 (1)] with the office of Registrar of Companies, Maharashtra
in accordance with provisions of the Companies Act, 1956 and Rules and
Regulations there under.
RESOLVED FURTHER THAT the aforesaid share
certificates be signed by Mr. ------ and Mr. ---, Directors and countersigned
by Mr. --- as an authorized person and the common seal be affixed thereto.
RESOLVED FURTHER THAT Mr. ------,
Practicing Company Secretary be and is hereby appointed to sign and certify by
using digital signature Form No. 2 (Return of allotment) and to be filed with
Registrar of companies, Maharashtra”.
· E-FORMS TO BE FILED
WITH MCA/ROC:
E-form 2
within 30 days of allotment of shares.
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