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Maharashtra State Board Solutions Class 12 Secretarial Practice

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Maharashtra Board Solutions Class 12 Secretarial Practice

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Maharashtra Board Class 12 Secretarial Practice Solutions Chapter 1 Introduction to Corporate Finance

Balbharti Maharashtra State Board Class 12 Secretarial Practice Solutions Chapter 1 Introduction to Corporate Finance Textbook Exercise Questions and Answers.

Maharashtra State Board Class 12 Secretarial Practice Solutions Chapter 1 Introduction to Corporate Finance

1A. Select the correct answer from the options given below and rewrite the statements.

Question 1. _____________ is related to money and money management. (a) Production (b) Marketing (c) Finance Answer: (c) Finance

Question 2. Finance is the management of _____________ affairs of the company. (a) monetary (b) marketing (c) production Answer: (a) monetary

Question 3. Corporation finance deals with the acquisition and use of _____________ by business corporation. (a) goods (b) capital (c) land Answer: (b) capital

Question 4. Company has to pay _____________ to government. (a) taxes (b) dividend (c) interest Answer: (a) taxes

Question 5. _____________ refers to any kind of fixed assets. (a) Authorised capital (b) Issued capital (c) Fixed capital Answer: (c) Fixed capital

Question 6. _____________ refers to the excess of current assets over current liabilities. (a) Working capital (b) Paid-up capital (c) Subscribed capital Answer: (a) Working capital

Question 7. Manufacturing industries have to invest _____________ amount of funds to acquire fixed assets. (a) huge (b) less (c) minimal Answer: (a) huge

Question 8. When the population is increasing at a high rate, certain manufacturers find this as an opportunity to _____________ business. (a) close (b) expand (c) contract Answer: (b) expand

Question 9. The sum of all _____________ is gross working capital. (a) expenses (b) current assets (c) current liabilities Answer: (b) current assets

Question 10. _____________ means mix up of various sources of funds in desired proportion. (a) Capital budgeting (b) Capital structure (c) Capital goods Answer: (b) Capital structure

1B. Match the pairs:

1C. Write a word or term or a phrase that can substitute each of the following statements:

Question 1. A key determinant of the success of any business function. Answer: Finance

Question 2. The decision of the finance manager ensures that the firm is well-capitalized. Answer: Financing decision

Question 3. The decision of the finance manager to deploy the funds in a systematic manner. Answer: Investment decision

Question 4. Capital is needed to acquire fixed assets that are used for a longer period of time. Answer: Fixed capital

Question 5. The sum of current assets. Answer: Gross working capital

Question 6. The excess of current assets over current liabilities. Answer: Networking capital

Question 7. The process of converting raw material into finished goods. Answer: Production cycle

Question 8. The boom and recession cycle in the economy. Answer: Economic Trend

Question 9. The ratio of different sources of funds in the total capital. Answer: Capital Structure

Question 10. The internal source of financing. Answer: Retained earnings

1D. State whether the following statements are True or False:

Question 1. Finance is related to money and money management. Answer: True

Question 2. The business firm gives a green signal to the project only when it is profitable. Answer: True

Question 3. Corporate finance brings coordination between various business activities. Answer: True

Question 4. Fixed capital is also referred as circulating capital. Answer: False

Question 5. Working capital stays in the business almost permanently. Answer: False

Question 6. The business will require huge funds if assets are acquired on a lease basis. Answer: False

Question 7. The business dealing in luxurious products will require a huge amount of working capital. Answer: True

Question 8. A firm with large-scale operations will require more working capital. Answer: True

Question 9. Liberal credit policy creates a problem of bad debt. Answer: True

Question 10. Financial institutions and banks cater to the working capital requirement of the business. Answer: True

1E. Find the odd one.

Question 1. Land and Building, Plant and Machinery, Cash. Answer: Cash

Question 2. Debenture Capital, Equity Share Capital, Preference Share Capital. Answer: Debenture Capital

Question 3. Fixed Capital, Capital Structure, Working Capital. Answer: Capital Structure

1F. Complete the sentences.

Question 1. Initial planning of capital requirement is made by _____________ Answer: entrepreneur

Question 2. When there is boom in economy, sales will _____________ Answer: increase

Question 3. The process of converting raw material into finished goods is called _____________ Answer: production cycle

Question 4. During recession period sales will _____________ Answer: decrease

1G. Select the correct option from the bracket.

1H. Answer in one sentence.

Question 1. Define corporate finance. Answer: Corporate finance deals with the raising and using of finance by a corporation.

Question 2. What is fixed capital? Answer: Fixed capital is the capital that is used for buying fixed assets that are used for a longer period of time in the business eg. Capital for plant and machinery etc.

Question 3. What is working capital?/Define working capital. Answer: Working capital is the capital that is used to carry out day-to-day business activities and takes into consideration all current assets of the company. Eg: for building up inventories.

Question 4. What is the production cycle? Answer: The process of converting raw material into finished goods is called the production cycle.

Question 5. Define capital structure. Answer: Capital structure means to mix up various sources of funds in the desired proportion. To decide capital structure means to decide upon the ratio of different types of capital.

1I. Correct the underlined word and rewrite the following sentences.

Question 1. Finance is needed to pay dividends to debenture holders. Answer: Finance is needed to pay interest to debenture holders.

Question 2. When there is a recession in the economy sales will increase. Answer: When there is a boom in the economy sales will increase.

Question 3. Share is an acknowledgment of a loan raised by the company. Answer: A debenture is an acknowledgment of a loan raised by a company.

Question 4. Equity shares carry dividends at a fixed rate. Answer: Preference shares carry dividends at a fixed rate.

2. Explain the following terms/concepts.

Question 1. Financing decision Answer: A financing decision is a right decision that is made by a finance manager of any corporation ensuring that the firm is well capitalized with the right combination of debt and equity, having access to multiple choices of sources of financing.

Question 2. Investment decision Answer: Investment decisions mean capital budgeting i.e. finding investments and deploying them successfully in the business for greater profits.

Question 3. Fixed capital Answer: Fixed capital is the capital that is used for buying fixed assets that are used for a longer period of time in the business. These assets are not meant for. resale. Examples of fixed capital are capital used for purchasing land and building, furniture, plant, and machinery, etc.

Question 4. Working Capital Answer: Working capital is the capital that is used to carry out day-to-day business activities. It takes into consideration all current assets, of the company. It also refers to ‘Gross Working Capital’. Examples of working capital are

• for building up inventories.
• for financing receivables.
• for covering day-to-day operating expenses.

3. Study the following case/situation and express your opinion.

1. The management of ‘Maharashtra State Road Transport Corporation’ wants to determine the size of working capital.

Question (a). Being a public utility service provider will it need less working capital or more? Answer: MSRTC being a public utility service provider will need less working capital because of a continuous flow of cash from there, customers thus liabilities are taken care of.

Question (b). Being a public utility service provider, will it need more fixed capital? Answer: Being a public utility service provider MSRTC will need a huge amount of funds to acquire fixed assets thus it will need more fixed capital.

Question (c). Give one example of a public utility service that you come across on a day-to-day basis. Answer: The Indian Railways.

2. A company is planning to enhance its production capacity and is evaluating the possibility of purchasing new machinery whose cost is ₹ 2 crore or has alternative of machinery available on a lease basis.

Question (a). What type of asset is machinery? Answer: Machinery is a Fixed Asset. A fixed asset may be held for 5, 10 or 20 years and more. But if assets are acquired on a lease or rental basis, then less amount of funds for fixed assets will be needed for business.

Question (b). Capital used for the purchase of machinery is fixed capital or working capital. Answer: Capital used for the purchase of machinery is fixed capital.

Question (c). Does the size of a business determine the fixed capital requirement? Answer: Yes. Where a business firm is set up to carry on large-scale operations, its fixed capital requirements are likely to be high.

4. Distinguish between the following.

Question 1. Fixed Capital and Working Capital Answer:

5. Answer in brief:

Question 1. Define capital structure and state its components. Answer: Definition: R.H. Wessel “The long term sources of funds employed in a business enterprise.” John H. Hampton “A firm’s capital structure is the relation between the debt and equity securities that make up the firm’s financing of its assets.” Thus, the term capital structure means security mix. It refers to the proportion of different securities raised by a firm for long-term finance.

Components/Parts of Capital Structure: There are four basic components of capital structure. They are as follows: (i) Equity Share Capital:

• It is the basic source of financing activities of the business. Equity share capital is provided by equity shareholders.
• They buy equity shares and help a business firm to raise necessary funds. They bear the ultimate risk associated with ownership.
• Equity shares carry dividends at a fluctuating rate depending upon profit.

(ii) Preference Share Capital:

• Preference shares carry preferential rights as to payment of dividends and have priority over equity shares for return of capital when the company is liquidated.
• These shares carry dividends at a fixed rate.
• They enjoy limited voting rights.

(iii) Retained earnings:

• It is an internal source of financing.
• It is nothing but ploughing back of profit.

(iv) Borrowed capital: It comprises of the following:

• Debentures: A debenture is an acknowledgment of a loan raised by the company. The company has to pay interest at an agreed rate.
• Term Loan: Term loans are provided by the bank and other financial institutions. They carry fixed rate of interest.

Question 2. State any four factors affecting fixed capital requirements? Answer: (i) Nature of business:

• The nature of business certainly plays a role in determining fixed capital requirements. They need to invest a huge amount of money in fixed assets.
• e.g. Rail, road, and other public utility services have large fixed investments.
• Their working capital requirements are nominal because they supply services and not the product.
• They deal in cash sales only.

(ii) Size of business: The size of a business also affects fixed capital needs. A general rule applies that the bigger the business, the higher the need for fixed capital. The size of the firm, either in terms of its assets or sales, affects the need for fixed capital.

(iii) Scope of business: Some business firms that manufacture the entire range of their production would require a huge investment in fixed capital. However, those companies that are labour intensive and who do not use the latest technology may require less fixed capital and vice versa.

(iv) Extent of lease or rent: Companies who take their assets on a lease basis or on a rental basis will require less amount of funds for fixed assets. On the other side, firms that purchase assets will naturally require more fixed capital in the initial stages.

Question 3. What are Corporate Finance and State’s two decisions which are basic of corporate finance? OR Write short note on Corporate Finance Answer: Corporate finance deals with the raising and using of finance by a corporation. It includes various financial activities like capital structuring and making investment decisions, financial planning, capital formation, and foreign capital, etc. Even financial organisations and banks play a vital role in corporate financing.

Henry Hoagland expresses, “Corporate Finance deals primarily with the acquisition and use of capital by the business corporation”.

Following two decisions are the basis of corporate finances: (i) Financing decision: Every business firm must carefully estimate its capital needs i.e. working capital and fixed capital. The firm needs to mobilize funds from the right sources also maintaining the right combination of debt capital and equity capital. For this balance, a company may go for or raise equity capital or even opt for borrowed funds by way of debentures, public deposits term loans, etc. to raise funds.

(ii) Investment decision: Once the capital needs are accessed, the finance manager needs to take correct decisions regarding the use of the funds in a systematic manner, productively, using effective cost control measures to generate high profits. Finding investments through proper decisions and using them successfully in business is called ‘capital budgeting

6. Justify the following statements.

Question 1. The firm has multiple choices of sources of financing. Answer:

• Business firms require finance in terms of working capital and fixed capital.
• Funds are required at different stages of business.
• The company can raise funds from various sources i.e. from internal and external sources.
• Internal sources could be cash inflows on sales turnover, income from investments, and retained earnings.
• External sources can be obtained for short-term requirements through cash credit, overdraft trade credit, discounting bills of Exchange issues of commercial paper, etc.
• For long-term needs, a firm can meet its financing needs through the issue of shares, debentures, bonds, public deposits, etc. Thus, it is rightly said that the firm has multiple choices of sources of financing.

Question 2. There are various factors affecting the requirements of fixed capital. Answer:

• Fixed capital being long-term capital is required for the development and expansion of the company.
• The nature and size of a business have a great impact on fixed capital. Manufacturing businesses require huge fixed capital whereas trading organizations like retailers require less fixed capital.
• Methods of acquiring assets on rentals or on a lease/installment basis will require less amount of fixed assets.
• If fixed assets are available at low prices and concessional rates then it would reduce the need for investment in fixed assets.
• International conditions and economic trends like a boom period will require high investment in fixed assets and a recession will lead to less requirement.
• Similarly, consumer preferences, competition, and highly demanded goods and services will require a large amount of fixed capital. E.g. Mobile phones. Thus, it is rightly said that there are various factors affecting the requirements of fixed capital.

Question 3. Fixed capital stays in the business almost permanently. Answer: Factors determining fixed capital requirements are:

• Fixed capital refers to capital invested for acquiring fixed assets.
• These assets are not meant for resale.
• Fixed capital is capital used for purchasing land and building, furniture, plant, and machinery, etc.
• Such cap al is usually required at the time of the establishment of a new company.
• Existing companies may also need such capital for their expansion and development, replacement of equipment, etc.
• Modern industrial processes require the increased use of heavy automated machinery. Thus, it is rightly said that fixed capital stays in the business almost permanently.

Question 4. Capital structure is composed of owned funds and borrowed funds. Answer:

• Capital structure means to mix up of various sources of funds in desired proportions.
• To decide capital structures means to decide upon the ratio of different types of capital.
• A firm’s capital structure is the relation between the debt and equity securities that make up the firm’s financing of its assets.
• The capital structure is composed of own funds which include share capital, free serves, and surplus, and borrowed funds which represent debentures, bank loans, and long-term loans provided by financial institutions.
• Thus capital structure = Equity share capital + preference share capital + reserves + debentures.
• Thus, it is rightly said that capital structure is composed of owned funds and borrowed funds.

Question 5. There are various factors affecting the requirement of working capital. Answer:

• The nature and size of a business affect the requirement of working capital. Trading or merchandising firms and big retail enterprises need a large amount of capital compared to small firms which need a small amount of working capital.
• If the period of the production cycle is longer then the firm needs more amount of working capital. If the manufacturing cycle is short, it requires less working capital.
• During the boom period sales will increase leading to increased investment in stocks, thus requiring additional working capital and during the recession, it is vice versa.
• Along with the expansion and growth of the firm or company in terms of sales and fixed assets, the requirement of working capital increases.
• If there is proper coordination, communication, and co-operation between production and sales departments then the requirement of working capital is less.
• A liberal credit policy increases the possibility of bad debts and in such cases, the requirement of working capital is high, whereas a firm making cash sales requires less working capital.

7. Answer the following questions.

Question 1. Discuss the importance of Corporate Finance? Answer: Corporate finance deals with the raising and utilizing of finance by a corporation. It also deals with capital structuring and making investment decisions, financial planning of capital, and the money market. The finance manager should ensure that: The firm has adequate finance and it’s being utilized effectively; Generate minimum return for its owners.

The importance of Corporate Finance are as follows: (i) Helps in decision making: Most important decisions of business enterprises are made on the basis of availability of funds, as without finance any function of business enterprise is difficult to be performed independently. Obtaining the funds from the right sources at a lower cost and productive utilization of funds would lead to higher profits. Thus corporate finance plays a significant role in the decision-making process.

(ii) Helps in raising capital for a project: A new business venture needs to raise capital. Business firms can raise funds by issuing shares, debentures, bonds or even by taking loans from the banks.

(iii) Helps in Research and Development Research and Development need to be undertaken by firms for growth and expansion of business and to enjoy a competitive advantage. Research and development mostly involve lengthy and detailed technical work for the execution of projects. Through surveys and market analysis etc. companies may have to upgrade old products or develop new products to face competition and attract consumers. Thus the availability of adequate finance helps to generate high efficiency.

(iv) Helps in the smooth running of the business firm: A smooth flow of corporate finance is important to pay the salaries of employees on time, pay loans, and purchase the required raw materials. At the same time finance is needed for sales promotion of existing products and more so for the launch of new products effectively.

(v) Brings co-ordination between various activities: Corporate finance plays a significant role in the coordination and control of all activities in an organization. Production activity requires adequate finance for the purchase of raw materials and meeting other day-to-day financial requirements for the smooth running of the production unit. If the production increases, sales will also increase by contributing the income of the concern and profit to increase.

(vi) Promotes expansion and diversification: Corporate finance provides money for the purchase of modern machines and sophisticated technology. Modern machines and technology help to improve the performance of the firm in terms of profits. It also helps the firm to expand and diversify the business.

(vii) Managing risk: Companies have to manage several risks such as sudden fall in sales, loss due to natural calamity, loss due to workers strikes, change in government policies, etc. Financial aids help in such situations to manage such risks.

(viii) Replace old assets: Assets like plants and machinery have become old and outdated over the years. Finance is required to purchase new assets or replace the old assets with new assets having new technology and features.

(ix) Payment of dividend and interest: Finance is needed to pay the dividend to shareholders, interest to creditors, bank, etc.

(x) Payment of taxes/fees: The company has to pay taxes to the government such as Income tax, Goods and Service Tax (GST), and fees to the Registrar of Companies on various occasions. Finance is needed for paying these taxes and fees.

Question 2. Discuss the factors determining working capital requirements? Answer: Working Capital = Current Assets – Current Liabilities. In other words, it is also called ‘Circulating Capital’. Also, refer to ‘GROSS WORKING CAPITAL.’ Management needs to determine the size of working capital with reference to the economic environment and other aspects within the business firm.

Factors determining/influencing working capital requirements are as follows: (i) Nature of Business: The working capital requirements are highly influenced by the nature of the business. Trading/ merchandising forms concerned with the distribution of goods require a huge amount of working capital to maintain a large stock of the variety of goods to meet customers’ demands are extend credit facilities to attract them. Whereas public utility concerns have to maintain small working capital because of a continuous flow of cash from their customers.

(ii) Size of business: The size of a business also affects the requirements of working capital. Size of the firm refers to the scale of operation i.e. a firm with large scale operations will require more working capital and vice versa.

(iii) Volume of Sales: The volume of sales and the size of the working capital have a direct relationship with each other. If the volume of sales increases there is an increase in the amount of working capital.

(iv) Production cycle: The process of converting raw material into finished goods is called the ‘production cycle’. If the production cycle period is longer, the firm needs more amount of working capital. If the manufacturing cycle is short, it requires less working capital.

(v) Business cycle: When there is a boom in the economy, sales will increase resulting in to increase in investment in stock. This will require additional working capital. During a recession period, sales will decline and consequently, the need for working capital will also decrease.

(vi) Terms of purchases and sales: If credit terms of purchase are favourable and terms of sales are less liberal, then the requirement of cash will be less. Thus, the working capital requirement will be reduced. A firm that enjoys more credit facilities needs less working capital. On the other hand, if a firm does not get proper credit for purchases and adopts a liberal credit policy for sales if requires more working capital.

(vii) Credit Control: Credit control includes the factors such as volume of credit sales, the terms of credit sales, the collection policy etc. A firm with a good credit control policy will have more cash flow reducing the working capital requirement. Whereas if the firm’s credit policy is liberal there would be more requirements of the working capital.

(viii) Growth and Expansion: Those firms which are growing and expanding at a rapid pace need more working capital compared to those firms which are stable in their growth.

(ix) Management ability: The requirement of working capital is reduced if there is proper coordination in the production and distribution of goods. A firm stocking on heavy inventory calls for a higher level of working capital.

(x) External factors: If the financial institutions and banks provide funds to the firm as and when required, the need for working capital is reduced.

Maharashtra Board Class 12 Secretarial Practice Solutions Chapter 2 Sources of Corporate Finance

Balbharti Maharashtra State Board Class 12 Secretarial Practice Solutions Chapter 2 Sources of Corporate Finance Textbook Exercise Questions and Answers.

Maharashtra State Board Class 12 Secretarial Practice Solutions Chapter 2 Sources of Corporate Finance

1A. Select the correct answer from the options given below and rewrite the statements.

Question 1. ___________ is the smallest unit in the total share capital of the company. (a) Debenture (b) Bonds (c) Share Answer: (c) Share

Question 2. The benefit of Depository Receipt is ability to raise capital in ___________ market. (a) national (b) local (c) international Answer: (c) international

Question 3. ___________ are residual claimants against the income or assets of the company. (a) Bondholders (b) Equity shareholders (c) Debenture holders Answer: (b) Equity shareholders

Question 4. ___________ participate in the management of their company. (a) Preference shareholders (b) Depositors (c) Equity shareholders. Answer: (c) Equity shareholders

Question 5. ___________ shares are issued free of cost to existing equity shareholders. (a) Bonus (b) Right (c) Equity Answer: (a) Bonus

Question 6. The holder of preference share has the right to receive ___________ rate of dividend. (a) fixed (b) fluctuating (c) lower Answer: (a) Fixed

Question 7. Accumulated dividend is paid to ___________ preference shares. (a) redeemable (b) cumulative (c) convertible Answer: (b) Cumulative

Question 8. The holder of ___________ preference shares has the right to convert their shares into equity shares. (a) cumulative (b) convertible (c) redeemable Answer: (b) Convertible

Question 9. Debenture holders are ___________ of the company. (a) creditors (b) owners (c) suppliers Answer: (a) creditors

Question 10. ___________ is paid on borrowed capital. (a) Interest (b) Discount (c) Dividend Answer: (a) Interest

Question 11. Debenture holders get fixed rate of ___________ return on their investment. (a) interest (b) dividend (c) discount Answer: (a) interest

Question 12. Convertible debentures are converted into ___________ after a specific period. (a) equity shares (b) deposits (c) bonds Answer: (a) equity shares

Question 13. Retained earnings are ___________ source of financing. (a) internal (b) external (c) additional Answer: (a) internal

Question 14. The holder of bond is ___________ of the company. (a) secretary (b) owner (c) creditor Answer: (c) creditor

Question 15. Company can accept deposits from public, minimum for ___________ months. (a) six (b) nine (c) twelve Answer: (a) six

Question 16. Company can accept deposits from public maximum for ___________ months. (a) 12 (b) 24 (c) 36 Answer: (c) 36

Question 17. A depository receipt traded in ___________ is called American Depository Receipt. (a) London (b) Japan (c) USA Answer: (c) the USA

1B. Match the pairs.

1C. Write a word or a term or a phrase that can substitute each of the following statements.

Question 1. The real masters of the company. Answer: Equity shareholders

Question 2. A document of ownership of shares. Answer: Share certificate

Question 3. The holders of these shares are entitled to participate in surplus profits. Answer: Participating preference shares

Question 4. A party through whom the company deals with debenture holders. Answer: Debenture trustees

Question 5. Name the shareholder who participates in the management. Answer: Equity shareholders

Question 6. The value of a share is written on the share certificate. Answer: Face value

Question 7. The value of a share is determined by demand and supply forces in the share market. Answer: Market value

Question 8. The policy of using undistributed profit for the business. Answer: Retained earnings/ploughing back of profit

Question 9. It is an acknowledgment of a loan issued by the company to the depositor. Answer: Deposit receipt

Question 10. A dollar-denominated instrument trader in the USA. Answer: American Depository Receipt

Question 11. The Depository Receipt is traded in a country other than the USA. Answer: Global depository receipt

Question 12. Money raised by the company from the public for a minimum of 6 months to a maximum of 39 months. Answer: Public Deposits

Question 13. Credit extended by the suppliers with an intention to increase their sales. Answer: Trade Credit

Question 14. The credit facility is provided to a company having a current account with the bank. Answer: Overdraft

1D. State Whether the following statements are True or False.

Question 1. Equity share capital is known as venture capital. Answer: True

Question 2. Equity shareholders enjoy a fixed rate of dividends. Answer: False

Question 3. Debenture holders have the right to vote at a general meeting of the company. Answer: False

Question 4. Equity shareholders are described as ‘shock absorbers’ when a company has a financial crisis. Answer: True

Question 5. Bondholders are owners of the company. Answer: True

Question 6. Cash credit is given against hypothecation of goods and security. Answer: True

Question 7. Trade credit is a major source of long-term finance. Answer: False

Question 8. Depository bank stores the shares on behalf of the GDR holder. Answer: True

Question 9. Financial institutions underwrite the issue of securities. Answer: True

1E. Find the odd one.

Question 1. Debenture, Public Deposit, Retained Earnings Answer: Retained earnings

Question 2. Face value, Market value, Redemption value Answer: Redemption value

Question 3. Share certificate, Debenture certificate, ADR Answer: ADR

Question 4. Trade credit, Overdraft, Cash credit Answer: Trade credit

1F. Complete the sentences.

Question 1. The finance needed by business organisation is termed as ___________ Answer: Capital

Question 2. The convertible preference shareholders have a right to convert their shares into ___________ Answer: Equity shares

Question 3. Equity shareholders elect their representative Called ___________ Answer: Directors

Question 4. Bonus shares are issued as gift to ___________ Answer: Equity share holders

Question 5. The bondholders are ___________of the company. Answer: Creditors

Question 6. Depository receipt traded in a country other than USA is called ___________ Answer: Global Depository Receipt

Question 7. First Industrial policy was declared in the year ___________ Answer: 1948

Question 8. When goods are delivered by the supplier to the customer on the basis of deferred payment is called as ___________ Answer: Trade credit

1G. Select the correct option from the bracket.

(Fluctuating rate of dividend, Preference shares, Interest at fixed rate, Retained earnings, short term loan) Answer:

1H. Answer in one sentence.

Question 1. What is a share? Answer: A share is the smallest unit of the share capital of a company.

Question 2. What are equity shares? Answer: Equity shares are shares that do not preference shares and do not carry priority in receiving dividends nor repayment of capital.

Question 3. What are preference shares? Answer: Preference shares are shares that have preferential rights with regard to receiving dividends and repayment of capital.

Question 4. What are retained earnings? Answer: A part of the net profit which is not distributed to shareholders as dividend but retained by the company as reserve fund is retained earnings.

Question 5. What is a debenture? Answer: It is a document/instrument issued in the form of a debenture certificate under the common seal of the company acknowledging/evidencing the debt.

Question 6. What is a bond? Answer: A bond is a debt security and a formal contract to repay borrowed money with interest.

Question 7. In which country can ADR be issued? Answer: ADR (American Depository Receipt) is a depository Receipt that is issued in the USA.

Question 8. In which country can GDR be issued? Answer: GDR (Global depository receipt) can be issued in countries other than the USA.

Question 9. What are convertible debentures? Answer: Convertible debentures are debentures that are converted into equity shares after a specific period as specified at the time of issue.

Question 10. What are cumulative preference shares? Answer: Cumulative preference shares are shares where dividend, if not paid in a year accumulates till it is paid.

1I. Correct the underlined words and rewrite the following sentences.

Question 1. Owned capital is temporary capital. Answer: Owned capital is permanent capital.

Question 2. Equity shares get dividends at a fixed rate. Answer: Equity shares get dividends at fluctuating rates.

Question 3. Preference shares get dividends at fluctuating rates. Answer: Preference shares get dividends at a fixed rate.

Question 4. Retained earnings are an external source of finance. Answer: Retained earnings are an internal source of finance.

Question 5. The debenture holder is the owner of the company. Answer: The debenture holder is a creditor of the company.

Question 6. Bond is a source of short-term finance. Answer: Bond is a source of long-term finance.

Question 7. Depository receipt traded in the USA is called Global Depository Receipt. Answer: Depository receipt traded in the USA is called American Depository Receipt.

2. Explain the following terms/Concepts.

Question 1. Borrowed capital Answer:

• It consists of capital that is raised through borrowings.
• It can be raised by issuing debentures, deposits, loans from banks or financial institutions.

Question 2. Owned capital Answer:

• Owned capital is the capital raised by the company with the help of owners (shareholders).
• It can be raised by issuing equity and preference shares.

Question 3. Ploughing back of profit Answer:

• Ploughing back of profit or retained earnings is a management policy under which all profits are not distributed amongst shareholders.
• It is an internal source of financing or self-financing as when the need arises, such reserves are ploughed back, brought into the business to meet the financial needs.

Question 4. Overdraft Answer:

• It is a credit agreement made with a bank that allows an account holder to withdraw more money than what a company has in its account up to a specific/prescribed limit.
• This facility is available to current account holders.

Question 5. Trade Credit Answer:

• Trade credit is credit extended by one trader to another when goods and services are bought/sold on credit.
• It facilitates the purchase of supplies without making an immediate payment.
• It is used by business organisations as a source of short-term financing and granted to those having reasonable standing and goodwill.

3. Study the following case/situation and express your opinion.

1. The Balance sheet of a Donald Company for the year 2018-19 reveals equity share capital of Rs. 25,00,000 and retained earnings of Rs. 50,00,000.

Question (a). Is the company financially sound? Answer: The company is financially sound as it has double the amount as reserves or retained earnings or kept aside profits.

Question (b). Can the retained earnings be converted into capital? Answer: Yes, the retained earnings can be converted into capital by means of capitalisation of reserves.

Question (c). What type of source retained earning is? Answer: Retained earning is self-financing or an internal source of finance.

2. Mr. Satish is a speculator. He desires to take advantage of the growing market for the company’s products and earn handsomely.

Question (a). According to you, which type of share Mr. Satish will choose to invest in. Answer: As Mr. Satish is a speculator, he will choose equity shares to invest in because if there are good earnings/profits, so will be the rate of dividend.

Question (b). What does he receive as a return on investment? Answer: He receives a fluctuating rate of dividends.

Question (C). State anyone, right he will enjoy as a shareholder. Answer: The right to attend the meeting and vote on resolutions can be the right Mr. Satish can exercise as a member.

3. Mr. Rohit, an individual investor, invests his own funds in the securities. He depends on investment income and does not want to take any risk. He is interested in the definite rate of income and safety of the principal.

Question (a). Name the type of security that Mr. Rohit will opt for. Answer: As Mr. Rohit does not want to take risks, he will opt for preference shares which will assure him of steady income and safety of his investment.

Question (b). What does he receive as a return on his investment? Answer: Mr. Rohit will receive dividends in return.

Question (c). The return on investment which he receives is fixed or fluctuating. Answer: The return on his investment will be fixed and not fluctuating.

4. Distinguish between the following.

Question 1. Equity Shares and Preference Shares Answer:

Question 2. Shares and Debentures Answer:

Question 3. Owned Capital and Borrowed Capital Answer:

5. Answer in brief:

Question 1. What is a public deposit? Answer:

• Public deposit is an important source of financing short-term requirements of the company.
• Companies generally receive public deposits for a period ranging from 6 months to 36 months.
• Interest is paid by the companies on such deposits.
• The company issues a’ Deposit Receipt’ to the depositor.
• The receipt is an acknowledgment of debt/loan by the company.
• Deposits are either secured or unsecured loans offered by a company.
• It is considered a risky investment but investors can earn high returns on public deposits.

Advantages of deposits to the company

• It is an easier method of mobilizing funds during periods of credit squeeze.
• The rate of interest payable by the company on public deposits is lower than the interest from banks and financial institutions.
• It helps the company to borrow funds from a larger segment and thus, reduces dependence on financial institutions.

Question 2. What are Global Depository Receipt and American Depository Receipt? Answer:

• The shares that are issued by public limited companies are traded in various share markets.
• In India, shares are traded in the Bombay Stock Exchange (BSE) National Stock Exchange (NSE), etc.
• Similarly, Shares are traded in foreign stock exchanges like NYSE (New York Stock Exchange) or NASDAQ (National Association of Securities Dealers Automated Quotation).
• Companies that cannot list directly on foreign stock exchange get listed indirectly using GDR & ADR.
• GDR and ADR are Dollar/Euro denominated instruments traded on stock exchanges of foreign countries and are depository receipts containing a fixed number of shares.
• The Depository Receipts which are traded in the USA are called ADRs and Depository Receipts which are traded in all foreign countries other than the USA are called GDR.
• Indian Companies raise equity capital in the international market through GDR and ADR.
• Companies issue shares to an intermediary called ‘depository’.
• Bank of New York, Citigroup, etc act as Foreign Depository Bank.
• The Depository Banks issue GDRs or ADRs to investors against Indian Company’s shares.
• These ‘Depository Receipts’ are then, sold to foreign investors who wish to invest their savings in Indian Cost.
• The Depository Receipts are listed on the stock exchanges like regular shares.
• It is a depository bank that stores the shares on behalf of the receipt holder.
• NRI and foreign investors buy Depository Receipt Using their regular equity trading account.
• The company pays dividends in the home currency to the depository and the depository converts them into the currency of investor and pays dividends.
• Tata Motors and VSNL have ADRs.
• Bajaj Auto Limited ITC, L&T, Hindalco, Ranbaxy Laboratories, and SBI have GDRs.
• ADR allows the sale of securities only in the American market whereas GDR allows the sale of securities globally.

Question 3. What is Trade Credit? Answer:

• Every business requires trade credit and is common to all business types.
• Credit sales or granting of credit is inevitable in the present competitive business world.
• It is short-term financing to businesses.
• The small retailers, to a large extent, rely on obtaining trade credit from their suppliers.
• The cheapest method of financing; it is an easy kind of credit that can be obtained without signing any debt instrument.
• This is not a cash loan. It results from a sale of goods services which have to be paid sometime after the sale takes place.
• It is given by one trader to another trader to delay payment for goods and services involved in the transaction.
• Suppliers sell goods and willingly allow 30 days or more credit period for the bill to be paid.
• They offer discounts if bills are cleared within a short period such as 10 or 15 days.
• Such credit is given/granted to those having reasonable standing and goodwill.

Advantages of Trade Credit:

• Trade Credit is the cheapest and easiest method for raising short-term finance.
• It can be obtained without making any formal and written agreement or signing the same.
• It is readily available whenever goods and services are purchased on credit in bulk.
• It is free of cost source of financing.
• The terms of trade are lenient and not rigid.

Question 4. What are the schemes for disbursement of credit by banks? Answer: Meaning: Banks play an important role in terms of providing finance to the companies. They provide short-term finance for working capital, in the form of bank and trade credits.

The innovative schemes by banks for disbursement of credit are as follows: (i) Overdraft:

• A company having a current account with the bank is allowed an overdraft facility.
• The borrower can withdraw funds/overdraw on his current account up to the credit limit sanctioned by the bank.
• Any number of drawings up to the sanctioned limit is allowed for a stipulated term period.
• Interest is determined/calculated on the basis of the actual amount overdrawn.
• Repayments can be made during the time period.

(ii) Cash Credit:

• The borrower can withdraw the amount from his cash credit up to a stipulated/granted limit based on security margin.
• Cash credit is given against pledge or hypothecation of goods or by providing alternate securities.
• Interest is charged on the outstanding amount borrowed and not on the credit limit sanctioned.

(iii) Cash Loans:

• In this, the total amount of the loan is credited by the bank to the borrower’s account.
• Interest is payable on the actual outstanding balance.

(iv) Discounting bills of exchange:

• In the bill of exchange, the drawer of the bill (seller) receives money from the drawee (buyer) on the date or after the due date (the term mentioned in the bill).
• But due to discounting facility the drawer can receive money before the due date by discounting the bill with the bank (by giving the bill as security to the bank).
• The bank gives money to the drawer less than the face value of the bill (amount mentioned in the bill) after deducting a certain amount known as discounting charges.
• The bills are usually traded bills i.e. outcome of trade transactions.
• The bills are accepted by the banks and cash is advanced against them.

Question 5. State the features of bonds. Answer: Definition: According to Webster Dictionary, “a bond is an interest bearing certificate issued by a Government or business firm promising to pay the holder a specific sum at a specified date”. A bond is thus-

• A formal contract to repay borrowed money with interest.
• Interest is payable at a fixed internal or on the maturity of the bond.
• A bond is a loan.
• The holder is a lender to the company.
• He gets a fixed rate of interest.

Features: (i) Nature of finance:

• It is debt or loan finance.
• It provides long-term finance of 5 years, 10 years, 25 years, 50 years.

(ii) Status of investor:

• The bondholders are creditors.
• They are non-owners and hence, not entitled to participate in the general meetings.
• The bondholder has no right to vote.

(iii) Return on bonds:

• The bondholders get a fixed rate of interest.
• It is payable on maturity or at a regular interval.
• Interest is paid to the bondholder at a fixed rate.

(iv) Repayment:

• A bond is a formal contract to repay borrowed money.
• Bonds have a specific maturity date, on which the principal amount is repaid.

6. Justify the following statements:

Question 1. Equity shareholders are real owners and controllers of the company. Answer:

• They do not have special preferential rights as to dividends or returns of capital in the event of the winding-up of the company.
• They are joint owners and thus, have ownership rights.
• They have the right to participate in the management of the company and to vote on every resolution in the meetings thus, having exclusive voting rights.
• They use the right to vote to appoint directors, amend Memorandum of Association, Articles of Association, can remove directors appoint bankers, etc.
• Their shares bear ultimate risks associated with ownership.
• Thus, it is rightly said, that the equity shareholders are real owners and controllers of the company.

Question 2. Preference Shares do not carry normal voting rights. Answer:

• Preference shares enjoy priority or preference over equity shareholders as regards payment of dividends and repayment of capital.
• They carry a fixed rate of dividend.
• They do not take much risk as they are cautious investors.
• They attend class meetings if they have any problem affecting their interests or dividend is not paid to them for two or more consecutive years.
• As they do not take risks, they do not attend general meetings or take part in the management nor vote at the meetings.
• Thus, it is rightly said, that the preference shares do not carry voting rights.

Question 3. The debenture is secured by a charge on assets of the company. Answer:

• A debenture is a document that grants lenders a charge over a company’s assets giving them a means of collecting debt if a default occurs.
• The charges may be floating or fixed.
• A specific property is pledged as security.
• In case the debenture is not redeemed or exercised, the lenders can recover the cost by selling the fixed assets.
• Thus, it is rightly said, that the debenture is secured by a charge on assets of the company.

Question 4. Retained earnings are the simple and cheapest method of raising finance. Answer:

• Retained earnings is an internal source of financing used by established companies.
• Retained earnings is a kept aside profit by the company instead of distributing all the dividends to the shareholders.
• The accumulated profits are re-invested by the companies by issuing bonus shares.
• It does not create a charge on assets, nor dilute the shareholdings.
• Thus, it is rightly said, that the retained earnings also known as ploughing back of profit/capitalization of reserves/self-financing are the simple and cheapest methods of raising finance.

Question 5. Public deposit is a good source of short-term financing. Answer:

• Deposits can be accepted by the general public by public limited companies and not private limited companies.
• Deposits are accepted from the general public for a short term i.e. minimum 6 months and a maximum of 36 months or a 3-year term.
• The amount so raised is used for short-term financial requirements.
• The time of deposit is predetermined in advance and paid after the expiry of such period as per terms and conditions agreed.
• The depositors form the general public not necessarily equity shareholders.
• The administrative cost of deposits of the company is lower than that involved in the issue of shares and debentures.
• The rate of interest payable is lower than other loans. Thus, it is rightly said, that the public deposit is a good source for meeting short-term requirements.

Question 6. The bondholder is a creditor of the company. Answer:

• A bond is a debt security which the company borrows for long-term finance and issues certificates under its seal as acknowledgment.
• The owners get interested as a return on their investment which is decided and fixed at the time of issue.
• The interest payable to bondholders is a fixed charge and a direct expenditure.
• It has to be paid whether the company makes a profit or not.
• As the bondholders are creditors they do not have the right to attend meetings or participate in management.
• Thus, it is rightly said, that the bondholder is a creditor of the company.

Question 7. Trade credit is not a cash loan. Answer:

• Trade credit is a business-to-business agreement wherein there is an arrangement to purchase goods and services on credit and pays at a later date and not immediately.
• The credit period extends up to a month.
• Discount is given if the same is paid earlier.
• It is an interest-free loan given by one businessman to another.
• It does not involve loan formalities but only a trade transaction. Hence, not a cash loan.
• Thus, it is rightly said, that the trade credit is not a cash loan.

Question 8. Different investors have different preferences. Answer:

• Investors make different decisions and have different risk preferences when getting gains and losses.
• Educated ones may opt for capital markets as compared to others who may invest in gold or silver.
• Cautious investors are ready to have steady income rather than fluctuations.
• Risk-takers are ready to face the ups and downs of their invested money and on their returns.
• Active investors try to beat the market while passive track the market index.
• Thus, it is rightly said, that the different investors have different choices and preferences.

Question 9. Equity Capital is risk capital. Answer:

• Equity shareholders have a claim over residual proceeds of the company.
• In the event of winding up, they are the last to be paid off after setting the claims of creditors and external liabilities.
• They have fluctuating returns and risk of fluctuating market value.
• Equity capital is permanent capital and not refunded during the lifetime of the company.
• Not having any assurance as regards dividend, repayment of capital Equity Capital becomes risk capital.
• Thus, it is rightly said, that equity capital is risk capital.

7. Answer the following questions.

Question 1. What are a share and state its features? Answer:

• The term share is defined by section 2(84) of the Companies Act 2013 ‘Share means a share in the share capital of a company and includes stock.’ The capital of a company is divided into a large number of shares.
• It facilitates the public to subscribe to the company’s capital in smaller amounts.
• The share is thus, an indivisible unit of share capital.
• It is a unit by which the share capital is divided.
• The total capital is divided into small parts and each such part is called a share.
• The value of each part/unit is known as face value.
• A person can purchase any number of shares as and when he or she desires.
• A person who purchases shares of the company is known as a shareholder of the company.
• Generally, companies issue equity shares and preference shares in the market.

Features of shares: (i) Meaning:

• Share is the smallest unit in the total share capital of a company.
• The total share capital of a company is divided into small parts and each part is called a share.

(ii) Ownership:

• A share shows the ownership of the shareholder.
• The owner of the share is called a shareholder.

(iii) Distinctive number:

• Unless dematerialized, each share has a distinct number, which is noted in the share certificate.
• A share has a distinct number for identification.

(iv) Evidence of title:

• The company issues a share certificate under its common seal.
• It is a document of title of ownership of the share.
• A share is not a visible thing.
• It is shown by share certificate or in the form of ‘Demat share’

(v) Value of a share:

• Each share has a value expressed in terms of money.
• Face value: This value is written on the share certificate and mentioned in the Memorandum of Association.
• Issue Value: It is the price at which a company sells its shares. At par – equal to face value; At premium – more than the face value; At discount – Less than the face value.

(vi) Rights:

• A share confers/gives certain rights to the shareholders.
• Rights such as the right to receive dividends, right to inspect statutory books, right to attend shareholders’ meetings, right to vote in meetings, etc. (group rights), and right to receive notice, circulars, dividends, bonus shares, rights issue, etc. (individual rights).

(vii) Income:

• A shareholder is entitled to get a share in the net profit of the company.
• It is called a dividend.

(viii) Transferability:

• The shares of the public Ltd. company are freely transferable as per the rules laid down in the Articles of Association.
• Shares of a private company cannot be transferred.

(ix) Property of shareholder:

• A share is a movable property of a member.
• It can be transferred (gifted, sold) or transmitted (passed on to the legal heir after/due to death, insolvency or insanity of a member).

(x) Kinds of shares:

• A company issues two types of shares depending upon the right to control, income and risk.
• Equity shares – which do not carry preferential right to receive dividend or repayment of capital when the company winds up its activities.
• Preference shares – which carry preferential rights as regards dividend and repayment of capital in the event of winding up of the company.

Question 2. What is an equity share? Explain its features. Answer:

• Equity shares are the fundamental and basic source of financing activities of the business.
• Equity shares are also known as ordinary shares.
• Indian Companies Act 1956 defines equity shares as those shares which do not preference shares.
• The equity shares do not enjoy a preference in getting dividends.

Features of equity shares: (i) Permanent Capital:

• Equity shares are irredeemable shares. It is permanent capital.
• The amount received from equity shares is not refunded by the company during its lifetime.
• Equity shares become redeemable/refundable only in the event of the winding-up of the company or the company decides to buy back shares.
• Equity shareholders provide long-term and permanent capital to the company.

(ii) Fluctuating dividend:

• Equity shares do not have a fixed rate of dividend.
• The rate of dividend depends upon the amount of profit earned by the company.
• If a company earns more profit, the dividend is paid at a higher rate.
• If there is insufficient profit, the Board of Directors may postpone the payment of dividends.
• The shareholders cannot compel them to declare and pay the dividend.
• The dividend is thus, always uncertain and fluctuating.
• The income of equity shares is uncertain and irregular.

(iii) Rights:

• Equity shareholders enjoy certain rights.
• Right to share in profit when distributed as dividend.
• Right to vote by which they elect Directors, amend Memorandum, Articles, etc.
• Right to inspect books of account of their company.
• Right to transfer shares.
• Participation in management.
• Enjoy Right Issue and Bonus Issue.

(iv) No preferential right:

• Equity shareholders do not enjoy preferential rights in respect to the payment of dividends.
• They are paid dividends only after the dividend is paid to preference shareholders.
• At the time of winding up, they are the last claimants. They are paid last after all the other claims are settled.

(v) Controlling power:

• The control of a company vests in the hands of equity shareholders.
• They are often described as real masters of the company as they enjoy exclusive voting rights.
• Equity shareholders may exercise their voting right by proxies, without attending the meeting in person.
• The Act provides the right to cast vote in proportion to the number of shareholdings.
• They participate in the management of the company.
• They elect their representatives called the Board of Directors for management of the company.
• Equity shareholders bear maximum risk in the company.
• They are described as ‘shock absorbers when the company is in a financial crisis.
• The rate of dividend falls if the income of the company falls.
• The market value of shares goes down resulting in capital loss.

(vii) Residual claimants:

• A residual claim means the last claim on the earnings of the company.
• Equity shareholders are owners and they are residual claimants to all earnings after expenses, taxes, dividends, interests are paid.
• Even though equity shareholders are the last claimants, they have the advantage of receiving the entire earnings that are leftover.

(viii) No charge on assets:

• The equity share does not create any charge over the assets of the company.
• There is no security/guarantee of capital invested being returned.

(ix) Bonus issue:

• Bonus shares are issued as gifts to equity shareholders.
• They are issued ‘free of cost’.
• These shares are issued out of accumulated profits.
• These shares are issued to existing equity shareholders in a certain ratio or proportion of their existing shareholdings.
• Capital investment of equity shareholders grows on its own.
• This facility is available only to equity shareholders.

(x) Rights issue:

• Equity shareholders get the benefit of rights issues.
• When a company raises further capital by issue of shares, the existing shareholders are given priority to get newly offered shares, known as a rights issue.

(xi) Face value:

• The face value of equity share is very less.
• It can be ₹ 10 per share or even ₹ 1/- per share

(xii) Market value:

• Market value fluctuates, according to the demand and supply of shares.
• The demand and supply of equity shares depend on profits earned and dividends declared.
• When a company earns huge profits, the market value of shares increases.
• When it incurs a loss, the market value of shares decreases.
• There are frequent fluctuations in the market value of shares in comparison to other securities.
• Equity shares are more appealing to speculators.

(xiii) Capital Appreciation:

• Share capital appreciation takes place when the market value of share increases in the share market.
• The profitability and prosperity of a company enhance the reputation of the company in the share market and thus, facilitates appreciation of the market value of equity shares.

Question 3. Define preference shares/What are preference shares? What are the different types of preference shares? Answer:

• These shares have certain privileges and preferential rights such as to payment of dividends, return of capital, etc.
• Preference Share has which fixed rate of dividend is prescribed at the time of issue.
• The preference shareholders are co-owners but not controllers.
• They are cautious investors as they are interested in the safety of the investment.

(i) Cumulative Preference Shares:

• Cumulative preference shares are those shares on which dividend accumulates until it is fully paid.
• That is if the dividend is not paid in one or more years due to inadequate profit, then such unpaid dividend gets accumulated and is carried forward till next year.
• The accumulated dividend is paid when the company performs well.
• The arrears of dividends are paid before making payment to equity shareholders.
• The preference shares are always cumulative unless otherwise stated in Articles of Association.

(ii) Non-Cumulative Preference Shares:

• The dividend on these shares does not accumulate.
• That is the dividend on shares can be paid only out of profits of that particular year.
• The right to claim dividends will lapse if the company does not make a profit in that particular year.
• If the dividend is not paid in a year, it is lost.

(iii) Participating Preference Shares:

• The holders of these shares are entitled to participate in surplus profit besides preferential dividends. They participate in the high-profit condition of the company.
• Surplus profit here means excess profit that remains after making payment of dividends to equity shareholders.
• Such surplus profit up to a certain limit is distributed to preference shareholders.

(iv) Non-Participating Preference Shares:

• The preference shares are deemed to be non-participating if there is no clear provision in Articles of Association regarding participation in surplus profit.
• Such shareholders are entitled to receive a fixed rate of a dividend prescribed in the issue.

(v) Convertible Preference Shares:

• These shares have a right to convert their preference shares into equity shares.
• The conversion takes place within a certain agreed fixed period.

(vi) Non-Convertible Preference Shares:

• These shares are not converted into equity shares.
• They will remain as preference shares forever till paid back.

(vii) Redeemable Preference Shares:

• Shares that can be redeemed after a certain fixed period are called redeemable preference shares.
• A company limited by shares if authorized by Articles of Association issues redeemable preference shares.
• Such shares must be fully paid.
• The shares are redeemed out of divisible profit or out of the fresh issue of shares made for this purpose.

(viii) Irredeemable Preference Shares:

• Shares which are not redeemable are payable only on winding up of the company and are called irredeemable preference shares.
• As per section 55(1) of the Companies Act 2013, the company cannot issue irredeemable preference shares in India.
• Thus, are the types of preference shares.

Question 4. What are preference shares? State its features. Answer:

• The shares which carry preferential rights are termed preference shares.
• These shares have certain privileges and preferential rights such as payment of dividend, return of capital, etc.
• They prefer a steady rate of returns on investment.

Features of preference shares: (i) Preference for dividend:

• They have the first charge on the distributable amount of annual profits.
• The dividend is payable to preference shareholders before anything else is paid to equity shares, but after the settlement of dues of debentures, bonds and loans.

(ii) Prior repayment of capital:

• Preference shareholders have a preference over equity shareholders in respect of return of capital when the company is liquidated.
• It saves preference shareholders from capital losses.

(iii) Fixed return:

• These shares carry dividends at a fixed rate.
• The rate of dividend is predetermined at the time of issue.
• It may be in the form of a fixed sum or may be calculated at a fixed rate.
• The preference shareholders are entitled to dividends which can be paid only out of profit.
• Though the rate of dividend is fixed, the director in the financial crisis of the company may decide that no dividend be paid if there are no profits, the preference shareholders would have no claims for the dividend.

(iv) Nature of capital:

• Preference share capital is safe capital as the rate of dividend and market value do not fluctuate.
• Preference shares do not provide permanent share capital.
• They are redeemed after a certain period of time.
• It is generally issued at a later stage when a company gets established business.
• They are used to satisfy the need for additional capital of the company.

(v) Market value:

• The market value of preference shares does not change as the rate of dividend payable to them is fixed.
• The capital appreciation is considered to be low as compared with equity shares.

(vi) Voting right:

• The preference shares do not have normal voting rights.
• They have voting rights in matters that affect their interests – change of rights in terms of repayment of capital, or dividend payable to them are in arrears for two or more years.

(vii) Risk:

• Cautious investors generally purchase preference shares.
• Safety of capital and fixed return on investment are advantages attached with preference shares.
• These shares are a boon for shareholders during the depression when the interest rate is continuously falling.

(viii) Face value:

• The face value of preference shares is relatively higher than equity shares.
• They are normally issued at a face value of ₹ 100/-

(ix) Right or Bonus issue:

• Preference shareholders are not entitled to bonus or rights issues.
• It can be issued to the equity shares only.

(x) Nature of investor:

• Preference shares attract a moderate type of investors.
• Investors who are conservative, cautious, interested in the safety of capital, expect a steady rate of returns on investment purchase preference shares.

Question 5. What is Debenture/Define Debenture. Discuss the different types of Debentures. Answer:

• Debentures are one of the main sources of raising debt capital for meeting long-term and medium-term financial needs.
• Debentures represent borrowed capital.
• A person who purchased debenture is called a debenture holder.
• The holders get a fixed rate of interest as a return on their investment.
• The Board of Directors has the power to issue debentures.

Definitions: Topham defines: “A debenture is a document given by a company as evidence of debt to the holder, usually arising out of the loan and most commonly secured by the charge.”

They are as follows: (i) Secured Debentures:

• The debentures can be secured.
• The property of a company is charged as security for the loan.
• The security may be for some particular asset (fixed charge) or it may be the asset in general (floating charge).
• The debentures are secured through ‘Trust Deed’.

(ii) Unsecured Debentures:

• These debentures do not have security.
• The issue of unsecured debentures is prohibited by the Companies Act, 2013.

(iii) Registered Debentures:

• They are the ones whose details are mentioned in the Register of debenture maintained by the company.
• The details include the name, address, particulars of
• The transfer of such debentures requires the execution of regular transfer deeds.
• Interest is paid through Dividend warrants.

(iv) Bearer Debentures:

• The details of the debentures are not recorded in the register of the debenture.
• Their names do not appear in the Register of Debenture Holders.
• Such debentures are transferred by mere delivery.
• Payment of interest is made by means of coupons attached to the debentures certificate.

(v) Redeemable Debentures:

• Debentures are mostly redeemable i.e. payable at the end of some fixed period, mentioned on the Debentures Certificate.
• Repayment may be made at a fixed date, at the end of a specific period, or six installments during the lifetime of the company.
• The provision of repayment is normally made in Trust Deed.

(vi) Irredeemable Debentures:

• These debentures are not repayable during the lifetime of the company.
• They are repayable only on liquidation of the company or when there is a breach of any condition or in contingencies.

(vii) Convertible Debentures:

• These debentures give the right to the holder to convert the debentures into equity shares after a specific period. the period of conversion is mentioned in the debenture certificate.
• The issue must be approved by a special resolution in the general meeting before they are issued to the public.
• A Convertible debentures holder is hence entitled to equity shares at a rate lower than the market value after which he can participate in the profits and meetings of the company.

(viii) Non-Convertible Debentures:

• These are not convertible into equity shares on maturity.
• They are normally redeemed on the maturity date.
• There is no appreciation in their value which acts as a disadvantage.

Question 6. Define Debenture/What is a debenture? Explain the features of debenture? Answer:

• A debenture is one of the main sources of raising debt capital for meeting long-term and medium-term financial needs.
• A person who purchases debenture is called a debenture holder.

Definitions: Topham defines: “A debenture is a document given by a company as evidence of debt to the holder, usually arising out of the loan and most commonly secured by the charge.” A debenture is evidence of indebtedness.

Features of Debenture: (i) Written Promise:

• A debenture is a written promise by a company that it owes a specified sum of money to the holder of the debenture.

(ii) Face Value:

• The face value of debenture normally carries a high denomination.
• It is ₹ 100 or multiples of ₹ 100.

(iii) Time of payment:

• A debenture is issued with the due date stated in the Debenture Certificate.
• It provides for repayment of the principal amount on the maturity date.

(iv) Priority of Payment:

• Debenture holders have a priority in repayment of their capital over other claimants of the company.
• The amounts of debentures are settled before shareholders.

(v) Assurance of repayment:

• Debenture constitutes a long-term debt.
• They carry an assurance of repayment on the due date.

(vi) Terms of issue and redemption of Debenture:

• Debenture can be issued at par, premium, and even at discount.
• Its redemption takes place only at par and premium.

(vii) Authority to issue: Board of Directors has the authority/power to issue debenture as per Companies Act 2013 Section 179(3).

(viii) Interest:

• A fixed-rate of interest is agreed upon and is paid periodically.
• The rate of interest that a company pays/offers depends upon the market conditions and nature of the business.
• Payment of interest is a liability of the company. It has to be paid whether the company makes a profit or not.

(ix) Parties to Debenture:

• Company: This is an entity that borrows money.
• Trustees: The company has to appoint Debenture Trust if it is offering debenture to more than 500 people.
• Trust is a party through whom the company deals with debenture holders and enters into an agreement known as Trust Deed.
• Trust Deed contains obligations of the company rights of debenture holders, power of trustees, etc.
• Debenture holders: They are the parties who provide loans to the company and receive a ‘Debenture Certificate’ as evidence.

(x) Status of debenture holder:

• The debenture holder is a creditor of the company.
• Debenture being loan taken by the company interest is payable on it at a fixed interval and fixed-rate till redeemed/paid.
• They cannot participate in the management of the company.

(xi) No Voting Right:

• According to sec. 71 (2) of Companies Act 2013, no company shall issue debenture carrying voting rights.
• Debenture holders do not have the right to vote in the general meetings of the company.

(xii) Security:

• Debenture can be secured with some property of the company by fixed or floating charge.
• Debenture holders can sell of charged property of the company and recover their money if the company is not in a position to make payment of interest or repayment of capital.

(xiii) Issuers:

• Debenture can be issued by both, private as well as public limited companies.

(xiv) Listing:

• A debenture must be listed with at least one recognized stock exchange.

(xv) Transferability:

• Debentures can be easily transferred through instruments of transfer.

Maharashtra Board Class 12 Secretarial Practice Solutions Chapter 3 Issue of Shares

Balbharti Maharashtra State Board Class 12 Secretarial Practice Solutions Chapter 3 Issue of Shares Textbook Exercise Questions and Answers.

Maharashtra State Board Class 12 Secretarial Practice Solutions Chapter 3 Issue of Shares

1A. Select the correct answer from the options given below and rewrite the statements.

Question 1. ___________ refers to capital made up of Equity and preference shares. (a) Share capital (b) Debt capital (c) Reserve fund Answer: (a) Share capital

Question 2. ___________ capital refers to the maximum capital a company can raise by issuing shares. (a) Issued (b) Authorised (c) Paid up Answer: (b) Authorised

Question 3. ___________ means shares are offered to the public. (a) Rights Issue (b) Private Placement (c) Public Issue Answer: (c) Public Issue

Question 4. Under ___________ method, issue price of shares is based on bidding. (a) Book Building (b) Fixed Price (c) Bonus Issue Answer: (a) Book Building

Question 5. In ___________, shares of a company are offered to the public for the first time. (a) Further Public Offer (b) Initial Public Offer (c) Public Offer Answer: (b) Initial Public Offer

Question 6. ___________ is offered to existing equity shareholders. (a) IPO (b) ESOS (c) Rights Issue Answer: (c) Rights Issue

Question 7. Bonus shares are issued free of cost to ___________ (a) existing Equity shareholders (b) existing employees (c) Directors Answer: (a) existing Equity shareholders

Question 8. ___________ are offered to permanent employees Directors and Officers of a company. (a) Bonus Shares (b) Rights Issue (c) ESOS Answer: (c) ESOS

Question 9. Under ___________, a company offers its securities to a select group of persons not exceeding 200. (a) Private Placement (b) IPO (c) Public Offer Answer: (a) Private Placement

Question 10. The ___________ have the power to allot shares. (a) Director (b) Board of Directors (c) Company Secretary Answer: (b) Board of Directors

Question 11. Letter of ___________ is sent to applicants who have been given shares by the company. (a) Regret (b) Renunciation (c) Allotment Answer: (c) Allotment

Question 12. ___________ is a proof of title to Shares. (a) Share Certificate (b) Register of Member (c) Letter of Allotment Answer: (a) Share Certificate

Question 13. The gap between two calls should not be less than ___________ (a) 14 days (b) One month (c) 21 days Answer: (b) One month

Question 14. Company can ___________ shares on non-payment of calls. (a) forfeit (b) surrender (c) allot Answer: (a) forfeit

Question 15. Voluntarily giving away one’s share to another person is called as ___________ of shares. (a) Transfer (b) Transmission (c) Surrender Answer: (a) Transfer

Question 16. ___________ of shares takes place due to operation of law. (a) Forfeiture (b) Allotment (c) Transmission Answer: (c) Transmission

1B. Match the Pairs.

1C. Write a word or a term or a phrase which can substitute each of the following statements.

Question 1. Capital collected by way of issue of Equity and Preference shares. Answer: Share Capital

Question 2. Part of issued capital subscribed by investors. Answer: Subscribed capital

Question 3. Capital that will be collected only at the time of winding up of a company. Answer: Reserve capital

Question 4. Highest bid price in Book Building method. Answer: Cap price

Question 5. Offering of shares by a company to the public for the first time. Answer: IPO

Question 6. Subsequent issue of shares after an IPO. Answer: FPO

Question 7. Pre-emptive right given to existing Equity shareholders to subscribe to new issue of shares by company. Answer: Rights issue/shares

Question 8. It is also called as ‘Capitalization of Profits’. Answer: Bonus shares

Question 9. Appropriation of shares to an applicant. Answer: Allotment of shares

Question 10. Committee set up to decide the formula for allotment of shares in case of over-subscription. Answer: Allotment committee

Question 11. Minimum amount to be collected from subscribers within thirty days of issue of prospectus. Answer: Minimum subscription

Question 12. Document which is a prima facie evidence of ownership of certain shares of a company. Answer: Share certificate

Question 13. Penal action taken by company on non-payment of calls. Answer: Forfeiture of shares

Question 14. Person to whom transferor is transferring the shares. Answer: Transferee

Question 15. Transfer of shares due to operation of law. Answer: Transmission of shares

1D. State whether the following statements are true or false.

Question 1. Only fully paid-up shares can be forfeited. Answer: False

Question 2. The member transferring shares is called a transferor. Answer: True

Question 3. A share certificate is issued for partly or fully paid up shares. Answer: True

Question 4. Allotment of shares must be done within one month of receipt of application money. Answer: False

Question 5. Sweat Equity shares are offered to Directors or employees of a company. Answer: True

Question 6. Bonus Shares are issued at a discounted price to the Equity Shareholder. Answer: False

Question 7. The floor price is the highest bid price under the Book Building method. Answer: False

Question 8. Calls not paid by shareholders are called calls in arrears. Answer: True

Question 9. Shares not offered to the public for subscription are called subscribed capital. Answer: False

Question 10. Authorized capital is mentioned in the capital clause of the Memorandum of Association. Answer: True

1E. Find the odd one.

Question 1. Authorized capital, Equity share capital, Issued capital, Paid-up Capital. Answer: Equity share capital

Question 2. ESOS, ESPS, Rights Shares, Sweat Equity. Answer: Rights Shares

Question 3. Floor Price, Cap Price, Cut-off price, Face Value. Answer: Face Value

Question 4. Bonus Shares, Rights Shares, ESOS. Answer: ESOS

Question 5. Allotment of Shares, Forfeiture of shares, Surrender of shares. Answer: Allotment of shares

1F. Complete the sentences.

Question 1. Share Capital refers to capital made up of Equity shares and ___________ Answer: Preference Share

Question 2. Reserve capital is part of ___________ Answer: Uncalled Capital

Question 3. Transfer of shares due to death, insolvency, or insanity of the member is called ___________ Answer: Transmission Shares

Question 4. The two parties involved in transfer of shares are transferor and ___________ Answer: transferee

Question 5. Voluntarily giving up of shares by a member due to inability to pay calls is called as ___________ Answer: surrender of shares

Question 6. Company can forfeit only ___________ paid shares. Answer: partly

Question 7. In case the original Share Certificate is torn or mutilated, company can issue ___________ Answer: Duplicate Share Certificate

Question 8. In case of transfer of shares, the company has to issue to the transferee a new share certificate within ___________ Answer: one month

Question 9. Letter sent to applicants for informing them shares are allotted is called as ___________ Answer: Letter of Allotment

Question 10. When applications received is more than the number of shares offered, it is called as ___________ Answer: Over Subscription

Question 11. In Book Building Method, the final price at which shares are offered to investors is called as ___________ Answer: Cut-off price

Question 12. Shares issued free of cost to existing Equity shareholders is called as ___________ Answer: Bonus Shares

1G. Select the correct option from the bracket.

1H. Answer in one sentence.

Question 1. When does the transmission of shares take place? Answer: Transmission of Shares takes place on death, insolvency, or insanity of the members.

Question 2. Name the two parties involved in the transfer of shares. Answer: The transferor and Transferee are the two parties involved in the transfer of shares.

Question 3. What is the time limit to issue a share certificate on allotment of shares? Answer: Secretary should issue share certificate within two months of allotment of shares.

Question 4. What is the time limit for Filing a Return of Allotment with the Registrar on the allotment of shares? Answer: Secretary has to file a ‘Return of Allotment’ with the Registrar of Companies within 30 days of allotment of shares.

Question 5. When can a company forfeit shares? Answer: If a shareholder fails to pay calls on shares within a certain period company can forfeit shares.

Question 6. What is a share certificate? Answer: Share Certificate is a registered document issued by a company that is evidence of ownership of a specified number of shares of the company.

Question 7. What is the minimum application money to be collected by Company as per the Companies Act? Answer: As per the companies act, the company should collect a minimum of 25% of the nominal value of shares.

Question 8. To whom should the prospectus be filed before issuing it to the public? Answer: The prospectus should be filed with the Registrar of Companies before issuing it to the public.

Question 9. What is meant by private placement? Answer: When a company offers its securities to a select group of persons not exceeding 200, it is called Private Placement.

Question 10. To whom is Sweat Equity shares offered by a company? Answer: Sweat equity shares are issued to directors or employees of the company.

Question 11. To whom can a company issue Bonus Shares? Answer: The company can issue Bonus Shares to its existing equity shares.

Question 12. What is the subsequent issue after IPO called as? Answer: The subsequent issue after IPO is called FPO.

Question 13. Name the method under which the issue price of shares is fixed through a bidding process. Answer: Under the Book Building method, the issue price of shares is fixed through a bidding process.

Question 14. What is Public Issue? Answer: Public issue or offer means offering the shares to the public. The company invites the public to subscribe to its shares by issuing a prospectus.

Question 15. Name the capital which is mentioned in the capital clause of the Memorandum of Association. Answer: Authorized Capital is mentioned in the capital clause of the Memorandum of Association.

1I. Correct the underlined words/and rewrite the following sentences.

Question 1. Issued capital is the maximum capital that a company can raise by issuing shares. Answer: Authorized capital is the maximum capital that a company can raise by issuing shares.

Question 2. Under the Fixed-Price issue method , the price of shares is fixed through a bidding process. Answer: Under Book Building Method the price of shares is fixed through a bidding process.

Question 3. FPO refers to offering shares to the public for the first time. Answer: IPO refers to the offering of shares to the public for the first time.

Question 4. Only Fully paid up shares can be forfeited. Answer: Only Partly paid-up shares can be forfeited.

Question 5. Bonus shares are offered to existing employees of a company. Answer: Bonus shares are offered to existing shareholders of a company.

Question 6. The company enters into an underwriting agreement with the shareholders. Answer: The company enters into an underwriting agreement with the underwriters.

Question 7. Letter of Allotment is sent to applicants when no shares are allotted to them. Answer: Letter of Regret is sent to applicants when no shares are allotted to them.

Question 7. IPO refers to the offering of shares to the public for the second time. Answer: FPO refers to offering shares to the public for the second time.

Question 8. A duplicate share certificate must be issued within one month from the date of application. Answer: A duplicate share certificate must be issued within three months from the date of application.

Question 9. Call money can not exceed 5% of the nominal value of shares. Answer: Call money can not exceed 25% of the nominal value of shares.

1J. Arrange in proper order.

Question 1. (a) Forfeiture of shares (b) Calls on shares (c) Allotment of shares Answer: (a) Allotment of shares (b) Calls on shares (c) forfeiture of shares

Question 2. (a) Share certificate (b) Allotment letter (c) Application from Answer: (a) Application form (b) Allotment letter (c) share certificate

Question 3. (a) Return of allotment (b) Application form (c) Minimum Subscription Answer: (a) Minimum subscription (b) Application form (c) Return of allocation

2. Explain the following terms/concepts.

Question 1. Transmission of shares. Answer:

• Transmission of shares means the transfer of the title of shares by the operation of law.
• When the shares of a member are automatically transferred to another person on the death, insolvency, or insanity of a member it is called Transmission of shares.
• Transmission of shares is an involuntary action.
• There is only one party i.e., a legal heir who indicates the process of transmission.
• The legal heir or official receiver need not pay any consideration for the shares.
• There is no need to submit an Instrument of Transfer of pay stamp duty.

Question 2. Bonus shares Answer:

• Bonus Shares are shares distributed by a company to its current shareholders as fully paid shares free of charge.
• The Bonus Shares are given to the existing equity shareholders according to their existing proportion of equity shareholdings.

Question 3. Allotment of Shares Answer:

• Allotment means the distribution of shares among the applicants. It means giving shares to share applicants of to specific persons with whom the company has entered into the contract.
• Allotment of shares is a procedure in which shares are distributed to those applicants who have submitted a written application along with the application money.

Question 4. Employees Stock Option Scheme Answer: An employee stock option plan is an employee benefits scheme under which the company encourages its employees to acquire ownership in the form of shares. Under this scheme, permanent employees, Directors or Officers of the Company or its holding company or subsidiary company are offered the benefit or right to purchase the equity shares of the company at a future date at a predetermined price.

Question 5. Surrender of Shares Answer:

• This means the voluntary return of shares by the member to the company for cancellation.
• Surrender of shares is allowed only if there is no other option but to forfeit the shares.
• Only partly paid-up shares can be surrendered.
• Surrendered shares can be surrendered when a company provides for such surrender of shares.

Question 6. Sweat equity shares Answer: These are shares issued by a company to its directors or employees at a discount or for consideration other than cash. It is one of the modes of making share-based payments to employees. It is issued in recognition of their valuable contribution to the prosperity of the company.

Question 7. Share Certificate Answer: A Share certificate refers to documents that are issued by a company evidencing that a person named in such certificate is the owner of the shares of the company stated in the share certificate. Share certificate has to be issued under the common seal of the company. It should be issued within 2 months from the date of allotment against the allotment letter.

Question 8. Authorized Capital Answer:

• The Authorized capital is the maximum amount of capital that a company can raise through the issue of shares to the shareholders.
• The Authorized capital of a company is also called Registered Capital or Nominal Capital.
• Authorized capital is the maximum capital that is authorized by the company’s memorandum of Association.

Question 9. Forfeiture of shares Answer: If a shareholder, who is called upon to pay any call fails to pay the amount, even after sending many reminders the company may forfeit its shares. Thus forfeiture of shares means cancellation of shares.

Question 10. Paid-up capital Answer:

• Paid-up capital is the amount of money a company has received from shareholders in exchange for shares.
• It is the total amount of money paid up by the shareholders when the company has called up or demanded them to pay.
• The paid-up capital can be equal to or less than the authorized capital.

Question 11. Calls on Shares Answer:

• Whenever a company issue shares, the company may ask shareholders to pay the value of shares in installment which is known as calls on shares.
• The company can demand part or full amount of the balance amount of unpaid shares.

Question 12. Subscribed Capital. Answer:

• Subscribed share capital is that part of issued share capital for which a company has positively received a subscription from the investor.
• It is a part of Issued Capital that has been subscribed by investors or purchased by the general public.

Question 13. Minimum Subscription Answer: Minimum subscription means a minimum amount decided by the ROC which should be build-up by the company by issuing securities to the general public. If the company failed in minimum subscription then it has to return the entire amount back to the applicants.

Question 14. Transfer of shares Answer:

• Transfer of shares means the transfer of ownership of the shares from one person to another against consideration.
• Transfer of shares is effected by removing the name of the existing shareholders (transferor) from the register of members and inserting the name of the new member (transferee).
• Transfer of shares is a voluntary process of transferring shares by a member of a company.

Question 15. Initial Public Offer (IPO) Answer: The initial public offering is the sale of equity shares to the public first time in order to raise capital. This is the most popular and common method used by companies. The company invites the public to subscribe to its shares by issuing prospects.

Question 16. Blank Transfer Answer:

• The Blank transfer means the sale or transfer of securities in which the name of the buyer or transferee is not recorded.
• When a member signs the Instrument of transfer without filling in the name of the transferee and hands it over to the transferee with the share certificate it is called ‘Blank Transfer.’
• The blank transfer enables easy to purchase and sale of shares as the blank transfer form can be sold any number of times.
• The intermediate buyers need not pay stamp duty.

Question 17. Further Public Offer (FPO) Answer: It is also called a follow-on public offer. When the company issue shares to the public after IPO, it is called a further public offer. Thus every issue of shares by a listed company after its IPO is called an FPO. FPO leads to an increase in the subscribed capital of the company.

Question 18. Forged Transfer Answer:

• An instrument on which if the signature of the transferor is forged is called forged transfer.
• It is a null transfer and does not counter any title.
• As the signature of the transferor is forged, the company should not register such transfer of shares.

Question 19. Rights issue Answer: A rights issue is an invitation to existing shareholders to purchase additional new shares in the company. A rights issue is a way by which a listed company can raise additional capital.

Question 20. Private Placement Answer: When a company offers its securities to a selected group of persons not exceeding 200, it is called private placement. Here securities are not offered to the general public.

5. Study the following cases and express your opinion.

1. Eva Ltd. Company’s capital structure is made up of 1,00,000 equity shares having a face value of ₹ 10/- each. The company has offered to the public 40,000 equity shares and out of this, the public has subscribed for 30,000 equity shares. State the following in rupees-

Question (a). Authorized capital Answer: The authorized capital is ₹ 10,00,000 (1,00,000 equity shares × ₹ 10/- each)

Question (b). Subscribed capital Ans. The subscribed capital is ₹ 3,00,000 (30,000 equity shares × ₹ 10/- each)

Question (c). Issued capital Answer: The issued capital is ₹ 4,00,000 (40,000 equity shares × ₹ 10/- each)

2. TRI. Ltd company is a newly incorporated public company and wants to raise share capital by issuing equity shares in the market. The board of directors is considering various options for this. Advise the board on the following matters:

Question (a). What should the company offer – IPO or FPO? Answer: The Company should offer IPO.

Question (b). Can the company offer Bonus shares to raise its capital? Answer: The company cannot offer Bonus Shares. Bonus Shares are given out of only accumulated capital or reserves only.

Question (c). Can the company enter into an underwriting Agreement? Answer: Yes. The company can enter into an Underwriting Agreement. The underwriters assure the company to take up the unsold shares so that company can be able to raise the minimum subscription.

3. Silver ltd. The company has recently come out with its public offer through FPO. Their issue was over-subscribed. The board of directors now wants to start the allotment process.

Question (a). Should the company set up an allotment committee? Answer: Yes. The company should set up an allotment committee as the issue is over-subscribed so the Board has to set up an allotment committee.

Question (b). How should the company information to whom the company is allotting shares? Answer: The company should inform the applicants through a letter of allotment for allotting shares.

Question (c). Within what period should the company issue a share certificate? Answer: The company should issue share certificates within two months from the date of allotment.

4. Red Tubes Ltd. has made a demand on its shareholders to pay the balance unpaid amount of ₹ 20/- per share (having a face value of ₹ 100) held by them. The company has sent letters asking the shareholders to pay the money to its Bankers within the specified time.

Question (a). Are the shareholders liable to pay ₹ 20/- for the shares held by them? Answer: Yes. The shareholders are liable to pay ₹ 20 for the shares held by them. When a company demands the shareholder to pay a part or full amount of the balance amount unpaid on shares it is called ‘calls on shares’.

Question (b). Name the letter sent by the company to its shareholders asking them to pay ₹ 20/- Answer: The company will send a ‘Call Letter’ to its shareholders for asking them to pay ₹ 20.

Question (c). What happens if the shareholders fail to pay the money within a specific time? Answer: If a shareholder fails to pay call money within the specified time, the company can forfeit the shares.

5. X owns 100 shares and Y owns 500 shares of RED tubes. The company has asked all its shareholders to pay the balance unpaid amount of rupees 20. X pays full money demanded by the company and Y failed to pay the money due to poor financial condition.

Question (a). Can the company forfeit the shares of Y? Answer: Yes. The company can forfeit the shares of ‘Y’ as he failed to pay calls on shares within a certain period.

Question (b). Can the company forfeit the shares of X? Answer: The company cannot forfeit the shares of ‘X’ as he paid the full amount of shares. Only partly paid-up shares can be forfeited.

Question (c). Can X transfer his shares? Answer: Yes. X can transfer his shares by filling Instrument of transfer.

4. Distinguish between the following.

Question 1. Initial Public Offer and Further Public Offer Answer:

Question 2. Fixed Price Issue Method and Book Building Method Answer:

Question 3. Right shares and Bonus shares Answer:

Question 4. Transfer of shares and Transmission of shares Answer:

5. Answer in brief.

Question 1. What is Book Building Method? Answer:

• The method of offering shares by providing a price range is called the book building method.
• In the book, building method shares will be sold by the bidding process.
• The company issues a Red Herring Prospectus which contains a price range or price band and as the investor to bid on it.
• In this method, the company doesn’t fix up a particular price for the share but gives a price range e.g., ₹ 80 to ₹ 100.
• When bidding for the shares, investors have to decide at which price they would like to bid for the shares e.g. ₹ 80, ₹ 90, ₹ 100.
• The lower price band (₹ 80) is known as the floor price and the highest price band (₹ 100) is known as the cap price. The final price at which shares are offered to investors is called the cut-off price.
• Board on the demand and supply of the shares, decides the final price is to be fixed.
• Investors can bid on any number of shares that they are willing to buy at a given price band. Such Bidding is kept open for 5 days.
• The bids with application money are to be submitted to the Lead Merchant Bankers called ‘Book Runners’ who enter the bids in a book.
• After bidding, the company fixes a cut-off price at which shares on offer can be sold.
• The company issues a prospectus that contains the final price.
• Book Building method is used for public issues i.e., IPO and FPO.

Question 2. State the provisions for the Rights issue. Answer:

• When a company wants to issue further capital it can issue shares to its existing equity shareholders which are called Rights Issue.
• According to the Companies Act, 2013 company has to fulfill certain provisions for making a Rights Issue.
• Rights shares are sold to the existing shareholders at a price that is lesser than its market price.
• A company has to send a ‘Letter of offer’ to the existing shareholders at the time of issuing Rights Shares.
• The letter of offer shall mention
• The number of shares offered.
• The period of offer i.e., offer is valid for a period not less than fifteen days and not exceeding thirty days from the date of offer.
• The letter of offer can be sent by registered post, speed post, courier, or through electronic mode.
• If a shareholder does not respond to the Rights Issue offer within a given time, it is implied that he is not interested in the offer and the company can offer the unsold shares to new Investors.

Question 3. State the provisions related to Bonus Shares. Answer:

• Bonus Shares are fully paid shares issued free of cost to the existing equity shareholders.
• According to Companies Act 2013, every company has to follow certain provisions to issue Bonus Shares.

Following are the provisions related to Bonus Issue-

• Free reserves or
• Securities Premium Account
• Capital Redemption Reserve Account
• A company cannot issue Bonus Shares only out of Reserves credited by the Revaluation of Assets.
• It also cannot issue Bonus Shares instead of paying dividend.
• Once the announcement for Bonus Shares is made by the Board of Directors, it cannot be then withdrawn.
• Bonus shares are fully paid up shares.
• Shareholders cannot renounce i.e give away their Bonus Shares to another person.
• There is no minimum subscription to be collected.

Question 4. State the general principles/rules for allotment of shares. Answer: Every company issuing shares has to follow rules or general principles given by the Companies Act 2013 as follows:

• Proper Authority: The Board of Directors or the allotment committee set up by the Board has the authority to allot shares.
• Allotment must be against application only: A Company can allot shares only if it has received a written application for shares from the applicant. Allotment of shares cannot take place on the basis of an oral request.
• Reasonable time: As per the Act, allotment shall be done within 60 days of receipt of application money. Allotment can be made from the fifth day from the date of issue of prospectus.
• Absolute and Unconditional allotment: Shares should be allotted on the same terms as stated in the prospectus and application form. No change in terms of allotment or new conditions can be added at the time of allotment.
• Communication: Company has to inform the applicant that shares have been allotted, to him by sending a letter of allotment or allotment advice. The letter gives details of a number of shares allotted amount of Allotment money to be paid etc.
• Allotment should not be in Contravention (Violation) of any other laws: A company cannot allot shares by violating or contradicting any other existing laws e.g., shares cannot be allotted to a minor, of a country where a company operates its business.

Question 5. State the contents of the Share Certificate. Answer: A Share certificate refers to a document which is issued by a company evidencing that a person named in such certificate is the owner of the shares of the company stated in the share certificate. Share certificate has to be issued under the common seal of the company. It should be issued within 2 months from the date of allotment against the allotment letter.

Contents of Share Certificate: Share Certificate should be in Form SH – 1 as prescribed under Companies (Share Capital and Debenture) Rules 2014.

• Name of the company with Registered office address
• Folio Number
• Share Certificate Number
• Name of Member
• Nature of share number of shares and a distinctive number of shares.
• Amount paid on shares
• Common seal, if any, and signature of two directors and company secretary.

Question 6. What are the effects of forfeiture of shares? Answer: If a shareholder, who is called upon to pay any call fails to pay the amount, even after sending many reminders the company may forfeit his shares. Thus forfeiture of shares means cancellation of shares.

Effects of Forfeiture

• Cessation of Membership: On forfeiture, a member ceases to be a member of a company and loses all membership rights. The member’s name is removed from the Register of Members.
• Liability of Member: A member is liable for unpaid calls even after forfeiture of shares. The liability ceases only when the company reissues the forfeited shares.
• Liquidation of Company: If a company goes in for liquidation within one year of forfeiture of shares, the member whose shares have been forfeited is liable to pay the calls as a past member.

Question 7. When can the Board of Directors refuse the transfer of shares? Answer:

• Board of Directors can refuse transfer of shares as they have authority to refuse registration of transfer of shares.
• A notice of refusal of transfer is to be sent by the board to a member within 30 days from the date on which the instrument of transfer is received by the company.
• When the provisions for transfer of shares as given in the Articles of Association are not fulfilled by the member.
• When the instrument of transfer is not as per the rules prescribed under the Companies Act.
• When the instrument is not accompanied by the share certificate.
• When the company has a lien on the shares to be transferred.

Question 8. Explain Employee Stock Option Scheme. Answer: An employee stock option plan is an employee benefits scheme under which the company encourages its employees to acquire ownership in the form of shares. Under this scheme, permanent employees, Directors or Officers of the Company or its holding company or subsidiary company are offered the benefit or right to purchase the equity shares of the company at a future date at a predetermined price. Generally these shares are issued at discount. The shares are offered at a price lesser than their market price.

Following are the provisions related to ESOS:

• A company may offer the shares directly to the employees or through an Employee Welfare Trust.
• The shares are offered at a price lesser than their market price.
• There is a minimum vesting period of one year.
• Company specifies the lock-in period. It is a minimum of one year between grant of option and vesting.
• Shares issued under this scheme enjoys dividend or voting rights only after buying by employees.
• Company has to get the approval of shareholders through a special resolution to issue ESOS.
• Employee neither transfer his option to any other person nor pledge/mortgage the shares issued under ESOS.
• Company has to set up a compensation committee to administer ESOS.
• The company has to fulfil the provision of SEBI (Share Based Employee Benefits) Regulations, 2014.

Question 9. What are Calls on shares? Answer:

• Whenever a company issues shares, the company may ask its shareholder to pay value of shares in installment which is known as calls on shares.
• Company can demand part or full amount of balance amount of unpaid shares.
• Beside the application money and allotment money if a company demands the balance unpaid amount on shares it is called as calls on shares.
• The unpaid amount on partly paid-up shares is a liability of the shareholders.
• Calls on shares can be made by the Board of Directors in the interest of the company.
• To make a call on shares, company has to send a call letter or notice to the shareholders. This notice is drafted by a secretary and issued in the name of the board of directors. The company gives them a minimum of 14 days notice to pay calls money to the Company’s Banker.
• No call can be made for more than 25% of the nominal value of shares.

Question 10. Explain private placement method for the issue of shares. Answer:

• When a company offers its securities to a select group of persons not exceeding 200, it is called a private placement.
• In private placement, the company offers its securities only to identified person and not to the general public.
• Statement in lieu of prospectus should be filed by the company with ROC before making a private placement.
• The Board of directors selects or identify the persons to be included in the select group. They can be mutual funds, Institutional Investors etc.
• Company has to issue private placement offer letter along with the application.
• The shares offered can be fully or partly paid up and the consideration should be paid by cheque, Demand Draft, etc. but not by cash.
• Right to renunciation is not given to applicants under private placement. The company has to get approval of shareholders through a special resolution.
• A company can make private placement through a rights issue and preferential allotment.

6. Justify the following statements.

Question 1. Company has to fulfill certain provisions while making Right Issue. Answer:

• When a company wants to issue further capital it can issue shares to its existing equity shareholders which is called Rights Issue.
• According to the Companies Act 2013 company has to fulfil certain provisions for a making Rights Issue.
• A company has to send ‘Letter of offer’ to the existing shareholders at the time of issuing Right Shares.
• The Period of offer i.e., offer is valid for a period not less than fifteen days and not exceeding thirty days from the date of offer.
• The letter of offer can be sent by registered post, speed post, courier or through electronic mode.
• If a shareholder does not respond to the Rights Issue offer within a given time, it is implied that he is not interested in the offer and company can offer the unsold shares to new Investors.

Question 2. To issue Bonus shares a company has to fulfil certain provisions. Answer:

• Bonus shares are fully paid shares issued free of cost to the existing equity shareholders.
• It also cannot issue Bonus Shares instead of paying dividends.
• Shareholders cannot renounce i.e., give away their Bonus Shares to another person.

Question 3. ESOS is offered by a company to its permanent employees, Directors, and officers. Answer:

• A company can raise funds by offering shares to its existing permanent employees by ESOS Scheme.
• Under this scheme permanent employees Directors or officers of the company are offered the benefit or right to purchase the equity shares of the company at a future date with a pre-determined price.
• ESOS is followed by the company to encourage its employees and to give certain benefits to them.
• Through ESOS, the company can retain its good and talented employees.
• It is helpful to the company to generate goodwill in the market also.

Question 4. The company has to fulfill general principles/rules for allotment of shares. Answer: Every company issuing shares has to follow rules or general principles given by the Companies Act, 2013 as follows:

• Communication: Company has to inform the applicant that shares have been allotted to him by sending a letter of allotment or allotment advice. The letter gives details of a number of shares allotted, amount of Allotment Money to be paid etc.

Question 5. A Company can issue a duplicate share certificate. Answer: A Company can issue a duplicate share certificate in the following circumstances:

• If original share certificate has been defaced, mutilated or tom and is surrendered to the company.
• If it has been proved by the holder that the original share certificate is lost or destroyed.
• In case of loss of share certificate, the company puts up a notice in the newspaper to announce the loss of the share certificate.
• If the company does not get any response from the public within the specified time, then the company issues a duplicate share certificate.
• Duplicate share certificate should be issued within three months from the date of application.
• Duplicate share certificate should be issued within 3 months from the date of application with bold ‘duplicate share certificate’ marked on it.

Question 6. Board of directors has the authority to forfeit shares. Answer:

• Forfeiture of shares is a process where the company forfeits the shares of a member or shareholder who fails to pay a call on shares. The forfeiture of a share is a forceful activity performed by a company due to non-payment of calls by shareholders.
• Only the Board of directors can forfeit the shares if the process of forfeiture is authorised by the Articles of Association.
• Board of directors can forfeit shares only in the interest of the company.
• A 14 days of notice should be sent to a concerned member.
• Thus Board of directors can make forfeiture of shares.

Question 7. A member of a public company can transfer shares. Answer:

• Transfer of shares means voluntary transfer of shares by a member of a company to another person against consideration.
• In the case of public companies, shares are freely transferable subject to provisions of the Articles of Association.
• A member has to apply to the company for the transfer of shares by filling the ‘Instrument of Transfer’.
• Member who is transferring the shares is called as Transferor and to whom shares are transferred is called Transferee.
• Transfer is said to be completed only when the transfer is registered in the Register of Members.

Question 8. The Board of Directors can refuse the transfer of shares. Answer:

• When the provisions for transfer of shares as given in the Articles of Association is not fulfilled by the member.

7. Answer the following questions.

(i) Authorised or Nominal or Registered Capital

• The Authorized capital of a company is also called as the Registered capital or Nominal Capital.
• Authorized capital is the maximum capital that is authorized by the company’s Memorandum of Association.
• The Authorized capital is mentioned in the Memorandum of Association of the company under the heading ‘capital clause’ and the company pays stamp duty on this amount at the time of incorporation.
• Authorized capital is also called as ‘Nominal Capital’ as usually a company never issues the entire Authorized Capital.
• A company can increase its Authorized Capital by altering its Memorandum of Association.
• The maximum limit of authorized capital is registered with the registrar of the companies.
• Example of Authorized Capital: XYZ Ltd. Company has an authorized capital of ₹ 10,00,000, then it can issue shares worth up to ₹ 10,00,000 to its shareholders and cannot issue anything beyond it.

(ii) Issued and Unissued capital:

• Issued capital is that portion of authorized shares capital that had been raised by issuing shares to the general public.
• These are the shares that the company offers to prospective investors for a subscription.
• The issued capital of a company may be equal to or less than the Authorized Capital of incorporation.
• The balance part of Authorized Capital which is not offered to the public for subscription is called ‘unissued capital’.
• Unissued capital is that capital which a Company is authorized to issue but has not issued as shares.
• Unissued capital is the balance part of Authorised capital which is not offered to the public.
• Example of Issued and Unissued Capital: XYZ Ltd Company can have issued Capital of ₹ 4,00,000 divided into 40,000
• Equity Shares at Face Value of ₹ 10/- each and the Unissued Capital 6,00,000 divided into 60,000 equity shares of ₹ 10/- each.

(iii) Subscribed and Unsubscribed Capital:

• The subscribed capital may be equal to or less than the issued capital.
• The part of the Issued Capital which is not subscribed by the investors is called as ‘Unsubscribed Capital’.
• Example of Issued and Unissued capital: If XYZ Ltd company has issued capital ₹ 4,00,000 i.e., it has issued 40,000 equity shares of ₹ 10 each and company has received subscription for 30,000 shares i.e., for 30,000 equity shares of ₹ 10/- each then its subscribed capital is ₹ 3,00,000 and unsubscribed capital will be ₹ 1,00,000 divided into 10,000 Equity shares of ₹ 10/- each.

(iv) Called up and Uncalled capital and Reserve capital:

• Called up share capital is that part of share capital that has been called by the company for payment from shareholders.
• The company collects the full value of shares in installments and each installment is called a ‘call’.
• Uncalled Capital is that part of subscribed capital that is not demanded from the shareholders.
• A company can decide to keep aside a part of its uncalled capital to be called up only at the time of winding up of a company to meet its financial requirements. Which is called a Reserve Capital.

Example of call up, uncalled and Reserve Capital. If XYZ Ltd company is to subscribed capital is ₹ 3,00,000 i.e., 30,000 equity shares of face value of ₹ 10/- each. Out of which company made first call of ₹ 5/- per share, so company called up capital will be ₹ 1,50,000 (30,000 Equity shares × ₹ 5/- each = ₹ 1,50,000)

If the company decides to keep ₹ 1/- per share as capital to be collected at the time of the winding-up, the Reserve Capital will be 30,000 (30,000 equity shares of ₹ 10 each.) Uncalled Capital will be ₹ 1,20,000 (30,000 equity shares were 4 per share which will be called up in the future.)

(v) Paid-up capital and calls in Arrears:

• Unpaid capital means any uncalled or unpaid share capital. The amount not paid to shareholders is also called as calls in Arrears.
• Every shareholder has to pay calls as and when the company demands, failure to pay the calls may lead to future forfeiture of shares (cancellation of shares).

Example of paid up capital and calls in Arrears. ‘XYZ’ Ltd Company has made a call of ₹ 5/- per share on 30,000 equity shares, so if all the shareholder have paid the calls, then paid-up capital will be ₹ 1,50,000 (30,000 equity shares of ₹ 5/- per share). But if 10,000 Equity Shareholders have not paid calls then the paid-up capital will be ₹ 1,00,000 (20,000 Equity Shares × ₹ 5/- per share) and calls in Arrears will be ₹ 50,000 (10,000 Equity Shares × ₹ 5/- per share).

Question 2. What are the methods of issue of shares to the public through public offer? Answer: Issue of shares is the process in which companies offer new shares to shareholders. The company follows different methods prescribed by the Companies Act 2013 while issuing the shares. There are two methods of issue of shares to the public through public offer, they are – Public issue or Public offer of shares.

A public offering is the sale of equity shares to the public in order to raise capital. This is the most popular and common method used by companies. The company invites the public to subscribe to its shares by issuing prospects. A company can use two pricing methods to offer shares to the public.

(i) Fixed Price Issue method:

• In an initial public offering (IPO), if the shares are offered at a fixed price such issue is known as Fixed Price issue.
• In this method, company mentions the Quantity and the price at which shares are offered.
• Investors can pay a certain portion of face value of shares or the entire issue price along with the application.
• Company issues shares at par. E.g., shares having a face value of ₹ 100 and is issued as ₹ 100, at premium e.g., a share having a face value of 100 and is issued at ₹ 150, or at discount e.g., face value is ₹ 100 and the insured price is ₹ 80/-.
• Fixed price method is used for all types of issues i.e. Public issue, Right issue, Esos etc.

(ii) Book Building Method:

• In the book building method shares will be sold by the bidding process.
• The company issues a Red Herring Prospectus which contains a price range or price band and asks the investor to bid on it.
• In this method the company doesn’t fix up a particular price for the share but gives a price range e.g., ₹ 80 to 100.
• When bidding for the shares, investors have to decide at which price they would like to bid for the shares e.g., ₹ 80, ₹ 90, ₹ 100.
• The lower price band (₹ 80) is known as the floor price and the highest price band (₹ 100) is known as cap price. The final price at which shares are offered to investors is called cut off price.
• Based on the demand and supply of the shares, the final price is fixed.
• Investors can bid on any number of shares that they are willing to buy at given price band. Such bidding is kept open for 5 days.
• The bids with application money is to be submitted to the Lead Merchant Bankers called ‘Book Runners’ who enter the bids in a book.
• After bidding, the company fixes cut off the price at which shares on offer can be sold.
• Company issues a prospectus which contains the final price.
• Book Building method is used for public issues i.e. IPO and FPO.

Further public offer: It is also called a follow on public offer. When the company issue shares to the public after IPO, it is called a a further public offer. Thus every issue of shares by a listed company after its IPO is called as FPO. FPO leads to an increase in the subscribed capital of the company.

(i) Right Issue: A right issue is an invitation to existing shareholders to purchase additional new shares in the company. A right issue is a way by which a listed company can raise additional capital. Instead of going for the public issue of shares, the company gives its existing shareholders, the right to subscribe to newly issued shares in proportion to their existing equity shareholding.

Whenever a company makes the further issue of shares the existing equity shareholders have preemptive rights means the first option to buy shares.

Company making rights issue has to fulfil the following provision:

• The period of offer i.e., offer is valid for a period not less than fifteen days and not exceeding thirty days from the date of the offer.

(ii) Bonus Issue/Bonus Shares: Bonus Shares are shares distributed by a company to its current shareholders as fully paid shares free of charge. The Bonus shares are given to the existing equity shareholders according to their existing proportion of equity shareholdings.

Like for example, a company declaring one for two bonus share proportion means that an existing shareholder would get one bonus share of the company for every two shares held. Financially sound companies issue Bonus shares out of their accumulated distributable profits or reserves. Hence as the profits or reserves are capitalized, it is called “Capitalisation of Profits or Reserves.”

• A company can issue Bonus shares only out of
• A company cannot issue bonus shares only out of Reserves Credited by the Revaluation of Assets.
• Once the announcement for Bonus shares is made by the Board of Directors, it cannot be then withdrawn.
• Shareholders cannot renounce i.e, give away their Bonus Shares to another person.

Question 4. Explain the statutory provisions for the allotment of shares. Answer:

• The allotment of shares is the issuing of new shares to an applicant based on the application submitted or to the existing shareholders.
• Every company has to fulfill the provisions of the Companies Act for making allotment of shares.
• The provisions which are laid down by the Companies Act, 2013 are called statutory provisions.

(i) Registration of Prospectus:

• A copy of the prospectus must be filed with the Registrar of Companies for registration on or before the date of its publication.
• In the case of the newly formed company, a prospectus must be signed by every proposed director or director or his duly authorized advocate. The copy of the prospectus is drafted by the secretary of the company with the permission of the board of directors.

(ii) Application Money:

• The applicant has to pay a minimum of 5% of nominal amount of the shares along with the application form.
• For public limited companies SEBI has specified that application money should be minimum of 25% of the nominal amount of shares.
• The application money is to be paid in the Bank specified by the company.

(iii) Minimum Subscription:

• Minimum Subscription is the amount which is mentioned in the prospectus. It is the minimum amount of shares which should be bought by the subscribers.
• According to SEBI minimum subscription should be 90% of the issue.
• In case the minimum subscription is not collected within the specified time, the company has to return the entire amount of application money to the subscribers.

(iv) Closing of Subscription list:

• According to SEBI a company has to keep open its subscription list for at least three working days and not more than ten working days.
• Applicants can apply for shares only when the subscription list is open.

(v) Basic of allotment:

• Allotment of shares will be decided on the basis of each category of subscribers.
• Allotment of shares will be as per the minimum application size which is fixed by the company.

(vi) Over Subscription:

• Oversubscription refers to a situation in which a company receives more application of shares than the number of shares offered.
• SEBI does not allow any allotment which is in excess of the offer given by the company through a document or prospectus.
• SEBI may permit to allot the shares not more than 10% of the net offer.

(vii) Permission to deal on Stock Exchanges:

• Every company, before making a public offer shall apply to one or more recognized Stock Exchanges to take permission for listing its shares with them
• The prospectus must mention the name of the stock exchange in which the company is listed.
• The prospectus should also state the fact that an application for permission to list in that stock exchange has been made by the company.

(viii) Appointment of Managers to the issue and various other agencies.

• The company has to appoint one or more Merchant Bankers to act as managers to the public issue.
• The company has to appoint Registrar to the issue (institutions that keeps the records of the issue), collecting bankers and underwriters to the issue as well as brokers to the issue.
• The company has to also appoint self-certified syndicate banks (banks certified by SEBI which offers ASBA facility to investors), which are certified by SEBI, advertising agents, etc.

Question 5. Explain briefly the procedure for allotment of shares. Answer: Allotment of Shares:

• Allotment means distribution of shares among the applicants. It means giving shares to share applicants or to specific persons with whom the company has entered into contract.
• Allotment of shares is a procedure in which shares are distributed to those applicants who have submitted a written application along with the application money. If company allots shares alter fulfilling all statutory and general provisions of Companies Act, 2013 such allotment is called as “Regular Allotment”.

Procedure for Allotment of Shares (i) Appointment of Allotment Committee

• When the subscription list is closed the secretary informs the Board of Directors to make preparations for allotment of shares.
• If the issue is par subscribed or under subscribed, the Board can do the allotment of shares.
• In case of over subscription the board has to appoint and Allotment Committee to undertake the work of Allotment.
• The Allotment Committees decides the basis of allotment and submits a report to the Board.

(ii) Hold Board Meeting to Decide Basis of Allotment

• Board meeting is held to approve the allotment formula suggested by the Allotment Committee.
• A representative of SEBI should be present when the allotment committee prepares the allotment formula.
• After approval of the allotment formula, an allotment list is made.
• If the shares are listed, then the company should take the permission of the concerned stock exchange.
• The allotment list contains the names of allotters. Which should be signed by the chairman and secretary.

(iii) Pass Board Resolution for allotment:

• A resolution is passed to allot shares in board meeting.
• Secretary sends ‘Letter of Allotment’ to allotters those applicant whom shares are allotted.
• Secretary has to send a ‘Letter of Regret’ to those applicants to whom no shares have been issued.
• Along with the letter of Regret the application money is also refunded.
• The company that issues shares in electronic form informs respective Depository (NSDL or CDSL) about allotment of shares.
• It also provides details of applicants whom shares are allotted, number of shares allotted, etc.

(iv) Collection of Allotment Money:

• The letter of allotment states the money to be paid by the applicant on the allotment of shares.
• The money has to be paid in the Bank specified by the company within the stipulated time.
• For all public issues and rights issues ASBA is compulsory since January 2016.

(v) Arrangement Relating to Letters of Renunciation:

• An applicant who has been allotted shares can renounce the shares in favor of another person.
• The applicant has to fill up a form for renunciation to the company with the original copy of the letter of allotment.
• After the permission of the board, the secretary enters the detail of the new person in the application and allotment list.

(vi) Arrangement Relating to Splitting of Allotment letters:

• An applicant who has been allotted shares can request for the splitting of allotment shares.
• After getting the approval of the Board for the splitting. Secretary enters the details of the split in the list of split allotment for which secretary has to ensure spilled letter.

(vii) File Return of Allotment:

• Secretary has to file a “Return of Allotment’ with the Registrar of Companies within 30 days of allotment of shares.
• The return of allotment contains details of allotment of shares which includes the names and addresses of allotters, the value of shares allotted amount paid or payable on each share, etc.

(viii) Prepare Register of Members and Issue of Share Certificate

• Secretary has to enter the names of all those applicants who have paid the allotment money in the Register of Members.
• Secretary also has to prepare the share certificates and distributes them to all the members within two months from the date of allotment of shares.

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