Table of Content
1. ISSUE OF BONUS SHARES
INTRODUCTION
A bonus share may be defined as issue of shares at no cost to current shareholders in a company, based upon the number of shares that the shareholder already owns. In other words, no new funds are raised with a bonus issue. While the issue of bonus shares increases the total number of shares issued and owned, it does not increase the net worth of the company. Although the total number of issued shares increases, the ratio of number of shares held by each shareholder remains constant.
Bonus issue is also known as ‘capitalisation of profits’. Capitalisation of profits refers to the process of converting profits or reserves into paid up capital. A company may capitalise its profits or reserves which otherwise are available for distribution as dividends among the members by issuing fully paid bonus shares to the members.
If the subscribed and paid-up capital exceeds the authorised share capital as a result of bonus issue, a resolution shall be passed by the company at its general body meeting for increasing the authorised capital. A return of bonus issue along with a copy of resolution authorising the issue of bonus shares is also required to be filed with the Registrar of Companies.
PROVISIONS OF THE COMPANIES ACT, 2013
Section 63 of the Companies Act, 2013 deals with the issue of bonus shares. According to Sub-section (1) of Section 63, a company may issue fully paid-up bonus shares to its members, in any manner whatsoever, out of—
- its free reserves;
- the securities premium account; or
- the capital redemption reserve account:
Provided that no issue of bonus shares shall be made by capitalising reserves created by the revaluation of assets.
Sub-section (2) of Section 63 provides that no company shall capitalise its profits or reserves for the purpose of issuing fully paid-up bonus shares under sub-section (1), unless—
- it is authorised by its articles;
- it has, on the recommendation of the Board, been authorised in the general meeting of the company;
- it has not defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it;
- it has not defaulted in respect of the payment of statutory dues of the employees, such as, contribution to provident fund, gratuity and bonus;
- the partly paid-up shares, if any outstanding on the date of allotment, are made fully paid-up.
The company which has once announced the decision of its Board recommending a bonus issue, shall not subsequently withdraw the same.
Sub-section (3) of the Section also provides that the bonus shares shall not be issued in lieu of dividend.
As per Para 39 (i) of Table F under Schedule I to the Companies Act, 2013, a company in general meeting may, upon the recommendation of the Board, resolve—
- that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the specified manner amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
- The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards— (a) paying up any amounts for the time being unpaid on any shares held by such members respectively; (b) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; partly in the way specified in (a) and partly in that specified in (b) above;
A securities premium account and a capital redemption reserve account may only be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares. In other words, securities premium account and capital redemption reserve cannot be applied towards payment of unpaid amount on any shares held by existing shareholders.
As per Section 63(2) of the Companies Act, 2013, bonus shares cannot be issued unless party paid-up shares are made fully paid-up. Para 39(ii) of Table F under Schedule I to the Companies Act, 2013 allows use of free reserves for paying up amounts unpaid on shares held by existing shareholders.
On a combined reading of both the provisions, it can be said that free reserves may be used for paying up amounts unpaid on shares held by existing shareholders (though securities premium account and capital redemption reserve cannot be used).
SEBI REGULATIONS
A listed company, while issuing bonus shares to its members, has to comply with the following requirements under the SEBI (Issue of Capital and DisclosureRequirements) Regulations, 2018:
Regulation 293- Conditions for Bonus Issue
Subject to the provisions of the Companies Act, 2013 or any other applicable law, a listed issuer shall be eligible to issue bonus shares to its members if:
- it is authorised by its articles of association for issue of bonus shares, capitalisation of reserves, etc.:
Provided that if there is no such provision in the articles of association, the issuer shall pass a resolution at its general body meeting making provisions in the articles of associations for capitalisation of reserve;
- it has not defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it;
- it has not defaulted in respect of the payment of statutory dues of the employees such as contribution to provident fund, gratuity and bonus;
- any outstanding partly paid shares on the date of the allotment of the bonus shares, are made fully paid-up; e) any of its promoters or directors is not a fugitive economic offender.
Regulation 294 - Restrictions on a bonus issue.
- An issuer shall make a bonus issue of equity shares only if it has made reservation of equity shares of the same class in favour of the holders of outstanding compulsorily convertible debt instruments if any, in proportion to the convertible part thereof.
- The equity shares so reserved for the holders of fully or partly compulsorily convertible debt instruments, shall be issued to the holder of such convertible debt instruments or warrants at the time of conversion of such convertible debt instruments, optionally convertible instruments, warrants, as the case may be, on the same terms or same proportion at which the bonus shares were issued.
- A bonus issue shall be made only out of free reserves, securities premium account or capital redemption reserve account and built out of the genuine profits or securities premium collected in cash and reserves created by revaluation of fixed assets shall not be capitalised for this purpose.
- Without prejudice to the provisions of sub-regulation (3), bonus shares shall not be issued in lieu of dividends.
- If an issuer has issued Superior Voting Right (SR) equity shares to its promoters or founders, any bonus issue on the SR equity shares shall carry the same ratio of voting rights compared to ordinary shares and the SR equity shares issued in a bonus issue shall also be converted to equity shares having voting rights same as that of ordinary equity shares along with existing SR equity shares.]
Regulation 295 - Completion of a bonus issue.
- An issuer, announcing a bonus issue after approval by its board of directors and not requiring shareholders’ approval for capitalisation of profits or reserves for making the bonus issue, shall implement the bonus issue within fifteen days from the date of approval of the issue by its board of directors: Provided that where the issuer is required to seek shareholders’ approval for capitalisation of profits or reserves for making the bonus issue, the bonus issue shall be implemented within two months from the date of the meeting of its board of directors wherein the decision to announce the bonus issue was taken subject to shareholders’ approval.
Explanation: For the purpose of a bonus issue to be considered as ‘implemented’ the date of commencement of trading shall be considered.
- A bonus issue, once announced, shall not be withdrawn.
JOURNAL ENTRIES
(A) (1) Upon the sanction of an issue of bonus shares
Capital Redemption Reserve Account Dr.
Securities Premium Account Dr.
General Reserve Account Dr. Profit & Loss Account Dr.
To Bonus to Shareholders Account.
(2) Upon issue of bonus shares
Bonus to Shareholders Account Dr.
To Share Capital Account.
(B) (1) Upon the sanction of bonus by converting partly paid shares into fully paid shares
General Reserve Account Dr.
Profit & Loss Account Dr.
To Bonus to Shareholders Account
(2) On making the final call due
Share Final Call Account Dr.
To Share Capital Account.
(3) On adjustment of final call
Bonus to Shareholders Account Dr.
To Share Final Call Account
EFFECTS OF BONUS ISSUE
Bonus issue has following major effects :
- Increased in share capital
- Reduction in EPS and other per share values
- Favourable act considered by market
- Adjustment in market price
- Reduction in accumulated profits
2. RIGHT ISSUE
INTRODUCTION
Provisions of section 62(1)(a) of the Companies Act, 2013 govern any company, public or private, which is desirous of raising its subscribed share capital by issue of further shares. Whenever a company intends to issue new shares, the voting and governance rights of the existing shareholders may be diluted, if they are not allowed to preserve them. It may happen because new shareholders may subscribe to the issued share capital. Companies Act, 2013 allows existing shareholders to preserve their position by offering those newly issued shares at the first instance to them. The existing shareholders are given a right to subscribe these shares, if they like. However, if they do not desire to subscribe these shares, they are even given the right to renounce it in favour of someone else (unless the articles of the company prohibits such a right to renounce).
Value of Right = Cum-right value of share - Ex-right value of share
In nutshell, the existing shareholders have a right to subscribe to any fresh issue of shares by the company in proportion to their existing holding for shares. They have an implicit right to renounce this right in favour of anyone else, or even reject it completely. In other words, the existing shareholders have right of first refusal, i.e., the existing shareholders enjoy a right to either subscribe for these shares or sell their rights or reject the offer.
A company desirous of issuing new shares has to offer, as per Section 62(1) (a) of Companies Act 2013, the shares to existing equity shareholders through a letter of offer subject to the following conditions, namely:
- The offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;
- Unless the articles of the company otherwise provide, the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice (referred to in above bullet point) shall contain a statement of this right;
- After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the shareholders and the company.
Exceptions to the rights of existing equity shareholders
Section 62 recognises four situations under which the further shares are to be issued by a company, but they need not be offered to the existing shareholders.
The shares can be offered, without being offered to the existing shareholders, provided the company has passed a special resolution and shares are offered accordingly.
Situation 1
To employees under a scheme of employees’ stock option subject to certain specified conditions
Situation 2
To any persons, either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to certain specified conditions.
Situation 3
Sometimes companies borrow money through debentures / loans and give their creditor an option to buy equity shares of a company. An option is a right, but not an obligation, to buy equity shares on a future date (expiry date) at a price agreed in advance (exercise price).
According to Section 62(3), nothing in this section shall apply to the increase of the subscribed capital of a company caused by the exercise of an option as a term attached to the debentures issued or loan raised by the company to convert such debentures or loans into shares in the company.
Provided that the terms of issue of such debentures or loan containing such an option have been approved before the issue of such debentures or the raising of loan by a special resolution passed by the company in general meeting.
Situation 4
It is a special situation where the loan has been obtained from the government, and government in public interest, directs the debentures / loan to be converted into equity shares.
According to Section 62(4), notwithstanding anything contained in sub-section (3), where any debentures have been issued, or loan has been obtained from any Government by a company, and if that Government considers it necessary in the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion.
Financial effects of a further issue
The financial position of a business is contained in the balance sheet. Further issue of shares increase the amount of equity (net worth) as well as the liquid resources (Bank). The amount of equity is the product of further number of shares issued multiplied by issue price. The issue price may be higher than the face value (issue at a premium). Companies Act does not allow issue of shares at a discount, except issue of sweat equity shares under Section 53.
Book Value of a share
Book value of a share = Net worth (as per books)/ Number of shares
if there are 10,000 shares with net worth of 1,25,000. The book value of one share is (` 125,000 / 10,000 shares) ` 12.50 per share. However, the market value may differ from the book value of shares. The market value of a company's shares represents the present value of future cash flows expected to be earned from the share in the form of dividends and capital gains from expected future share price appreciation.
The market price, which exists before the rights issue, is termed as Cum-right Market Price of the share. If the company decides to issue further shares, it may affect the market value of the share. 'Theoretically', the value of a company's shares after a rights issue must equal the sum of market capitalisation immediately prior to rights issue and the cash inflows generated from the rights issue.
Normally, the further public issue to the existing shareholders are offered at a discounted price from the market value, to evoke positive response as well as to reward the existing shareholders.
Assume 1,000 shares are issued (making it a right issue of 1:10; or 1 new share for 10 existing shares held) at a price of ` 14 per share. The existing worth of tangible assets held by the business shall become 264,000 (Existing net worth ` 250,000 + Fresh Issue ` 14,000). Equity shares shall correspondingly command a valuation of ` 264,000.
The market price of the shares after further issue of shares (right issue) is termed as Ex-right Market Price of the shares. Theoretical Ex-Rights Price is a deemed value, which is attributed to a company's share immediately after a rights issue transaction occurs. This price is going to prevail after the further issue of shares is executed.
Right of Renunciation
Right of renunciation refers to the right of the shareholder to surrender his right to buy the securities and transfer such right to any other person. Shareholders that have received right shares have three choices of what to do with the rights. They can act on the rights and buy more shares as per the particulars of the rights issue; they can sell them in the market; or they can pass on taking advantage of their rights (i.e., reject the right offer).
The renunciation of the right is valuable and can be monetised by the existing shareholders in well-functioning capital market. The monetised value available to the existing shareholders due to right issue is known as ‘value of right’. If a shareholder decides to renounce all or any of the right shares in favour of his nominee, the value of right is restricted to the sale price of the renouncement of a right in favour of the nominee. In case the right issue offer is availed by an existing shareholder, the value of right is determined as given below:
Value of right = Cum-right value of share – Ex-right value of share
Ex-right value of the shares = [Cum-right value of the existing shares + (Rights shares X Issue Price)] / (Existing Number of shares + Number of right shares)
In our previous example, Ex-right value of share = [` 250,000 + (` 14 X 1,000 shares)] / 10,000 + 1,000 shares = ` 24
Value of right = ` 25 – ` 24 = ` 1 per share.
ACCOUNTING FOR RIGHT ISSUE
The accounting treatment of rights share is the same as that of issue of ordinary shares and the following journal entry will be made:
Bank A/c Dr.
To Equity shares capital A/c
In case rights shares are being offered at a premium, the premium amount is credited to the securities premium account.
The accounting entry is usual and is
Bank A/c Dr.
To Equity Share Capital A/c
To Securities Premium A/c
ADVANTAGES AND DISADVANTAGES OF RIGHT ISSUE
Advantages of right Issue
- Right issue enables the existing shareholders to maintain their proportional holding in the company and retain their financial and governance rights. It works as a deterrent to the management, which may like to issue shares to known persons with a view to have a better control over the company’s affairs.
- In well-functioning capital markets, the right issue necessarily leads to dilution in the value of share. However, the existing shareholders are not affected by it because getting new shares at a discounted value from their cum-right value will compensate decrease in the value of shares. The cum- right value is maintained otherwise also, if the existing shareholders renounce their right in favour of a third party.
- Right issue is a natural hedge against the issue expenses normally incurred by the company in relation to public issue.
- Right issue has an image enhancement effect, as public and shareholders view it positively.
- The chance of success of a right issue is better than that of a general public issue and is logistically much easier to handle.
Disadvantages of right issue
- The right issue invariably leads to dilution in the market value of the share of the company.
- The attractive price of the right issue should be objectively assessed against its true worth to ensure that you get a bargained deal.
Effects of right issue
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Maintenance of existing shareholders proportional holding in company and retain their financial and governance rights
-
Dilution in the value of share
-
Image enhancement
-
Convenience in handling issue
Ruchika Saboo
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