Professional Documents
Culture Documents
Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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Q.2. Explain the two methods a company can use to make its public offer
of shares.
Ans: A) MEANING:
Public issue or offer means offering the shares to the public. This is
the most common method used by companies. The company invites the
public to subscribe for its share by issuing prospectus.
The company can use two pricing methods to offer shares to public:
1. Fixed Price Issue Method:
Under this method, the issue price of shares is mentioned in the
prospectus and investors have to buy shares at that price only.
The exact price of shares is known in advance. It is mentioned in
the prospectus.
Company has to issue a prospectus. It contains the details of price
at which shares are offered & total number of shares offered by the
company.
Company comes to know the public demand for its shares only after
closure of the issue.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Subscribers have to pay for the rights shares. The shares are offered
at a price lesser than the present market price.
Rights issue is done by a company when it wants to raise fresh
funds. But they wants to give chance to their existing members to
increase their shareholding.
A company has to send “Letter of Offer” to the existing shareholders
at time of Right Issue.
The letter of offer shall mention:
a) Number of shares offered.
b) The period of offer
c) Right to renounce.
2. Bonus Shares:
Bonus shares are fully paid shares issued free of cost to the existing
equity shareholders in proportion to their shareholdings.
Shareholders cannot renounce his bonus shares.
There is no minimum subscription to be collected. As bonus shares
are issued free of cost.
Bonus shares are fully paid-up shares. So, no money has to be paid
by the shareholders to the company.
Bonus shares are issued free of cost to the shareholders.
When company has accumulated huge profits or reserves. And
company wants to reward its existing equity shareholders, company
issues bonus shares.
A company cannot issue bonus shares only out of reserves created
by revolution of assets.
It also cannot issue Bonus shares instead of paying dividend.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
B) METHODS:
A company can raise funds by offering shares to its existing
employees as follows:
1. Employees Stock Option Scheme [ESOS]:
Under this scheme, permanent employees, directors or officers of the
company or its holding company or subsidiary company are offered
the right to purchase the equity shares of the company.
ESOS encourages employees as they feel proud to be owners of the
company for which they are working.
Company also benefits as it can retain good employees.
The shares are offered at a price lesser than their market price.
There is a minimum vesting period of one year.
Lock-in period is minimum 1 year between grant of option & vesting.
Company has to get the approval of shareholders through special
resolution to issue ESOS.
Employee cannot transfer his option to any other person. Also he
cannot mortgage the shares issued under ESOS.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
FEATURES:
The Board of Directors select or identify 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. Consideration
should be paid by cheque, demand draft, etc. but not by cash.
Right to renounce is not given to applicants under private
placement.
Company has to get approval of shareholders through special
resolution.
A company can make Private Placement in two ways:
1. Right Issue
2. Preferential Allotment
1. Right Issue:
When a company wants to raise further capital, it can issue shares
to its existing equity shareholders in proportion to their existing
shareholding. It is called as ‘Right Issue of Shares’.
The shareholders can renounce their shares.
Company has to obtain minimum subscription. If the company fails
to receive minimum subscription, it has to refund the entire
application money received.
Shareholders have to pay for these shares as application money,
allotment, call money, etc. till the full money on shares is paid up.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Subscribers have to pay for the rights shares. The shares are offered
at a price lesser than the present market price.
2. Preferential Allotment:
When a company issue specified securities to a select group of
persons on preferential basis, it is called as ‘Preferential Allotment’.
Usually the company offers Preferential Allotment to promoters,
existing shareholders, employees, venture capitalists, etc.
Subscribers have to pay the consideration in cash.
Shares issued under Preferential Allotment have no voting rights.
Approval of shareholders in the form of special resolution is needed
to make Preferential Allotment.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
4. Time limit:
Every company has to issue share certificate within two
months from the date of registration of transfer of shares.
5. Instrument of transfer:
An application for transfer of shares must be submitted in
prescribed form called instrument of transfer.
It must be duly filled, stamped & signed by transferor and
transferee.
Instrument of transfer should be submitted in company’s office
along with share certificate.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
1. Submission of instrument:
Transferor has to obtain the prescribed transfer form, called
Instrument of transfer.
It must be dully filled & signed by both the transferor and transferee.
It must also be dully dated and stamped.
Then, transfer form is submitted to company’s office with share
certificate.
2. Instrument verify:
After receiving instrument of transfer, company secretary verifies all
the details of transfer and share certificate.
If he is satisfied, he accepts transfer form and issues transfer
receipt.
When transferor wants to transfer only part of shares, secretary
issues balance ticket to the transferor.
3. Notice of lodgement:
After receiving the transfer application form, notice of lodgement is
sent to both transferor and transferee.
This notice informs that transfer form has been lodged with the
company.
If they have any objection they should inform the company within
15 days.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
4. Board sanction:
If no objection is received from parties to transfer, secretary submits
transfer form to Board for its sanction.
If satisfied, Board passes resolution for transfer of shares.
5. Registration of transfer:
After getting sanction of Board for transfer of shares, secretary has
to make entries in the Register of transfer.
He also has to make changes in the Register of members. i.e. remove
the name of old shareholder & to enter the name of new shareholder.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
i) In case of death:
If shareholder dies after making Will, person named in Will become
legal heir & shares are transmitted to him or her.
When shareholder dies without making Will, shares are transmitted
to administrator appointed by court.
3. Notification to company:
The legal representative should inform the company about his
decision in time.
4. Powers of board:
If legal representative fails to inform the company his decision,
company sends notice to him asking for a decision about the shares.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
6. Demand:
Company comes to know the public Company can know the public
demand for its shares only after demand for its shares every day.
closure of the issue.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
5. Payment:
Subscribers have to pay for the rights Bonus shares are issued free of cost to
shares. The shares are offered at a the shareholders.
price lesser than the present market
price.
6. Purpose of issue:
Rights issue is done by a company When company has accumulated
when it wants to raise fresh funds. huge profits or reserves. And company
But they wants to give chance to their wants to reward its existing equity
existing members to increase their shareholders, company issues bonus
shareholding. shares.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
6. Rights:
Shareholders enjoy normal Share Warrant holders may not enjoy
membership rights. normal membership rights.
7. Stamp duty:
It requires higher stamp duty.
It requires nominal stamp duty.
8. Transfer:
It can be transferred by mere delivery.
It can be transferred only by certain
transfer procedure.
9. Negotiable:
It is negotiable document.
It is non-negotiable document.
10. Popular:
They are very popular among They are not popular among investors
investors.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
5. Notice of action:
It is a voluntary action of shares of It is enforced action of law.
shareholder.
6. Documents:
Two documents are required i.e. Many documents are required. i.e.
instrument of shares and share death certificate, Will copy,
certificate. succession certificate, etc.
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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
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S.Y.J.C. (Commerce) Prof. Vijay Patil
11. Letter of ___________ is sent to applicants who have been given shares by the
company.
(a) Regret (b) Renunciation (c) Allotment
13. The gap between two calls should not be less than ___________
(a) 14 days (b) One month (c) 21 days
15. Voluntarily giving away one’s share to another person is called as ___________
of shares.
(a) Transfer (b) Transmission (c) Surrender
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S.Y.J.C. (Commerce) Prof. Vijay Patil
17. ___________ capital refers the shares that company is offering to the public
to buy.
a. issued b. owned fund c. subscribed
19. Minimum subscription has to be collected within ___________ days from issue
of prospectus.
a. 15 b. 30 c. 45.
20. As per SEBI, subscription list must be kept open for at least 3 working days
and not more than ___________ working days.
a. 7 b. 10 c. 15
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S.Y.J.C. (Commerce) Prof. Vijay Patil
10. Committee set up to decide the formula for allotment of shares in case of
over-subscription.
Ans: Allotment committee.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
16. Calls on share can only be made by this authority in the interest of the
company.
Ans: Board of directors.
18. Minimum subscription that a company has to obtain in case of right issue.
Ans: 90% of the issue.
19. The balance capital which is not demanded from the shareholders.
Ans: Uncalled capital.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
7. The floor price is the highest bid price under the Book Building method.
Ans: False.
9. Shares not offered to the public for subscription are called subscribed capital.
Ans: False.
14. The company does not issue a prospectus under Book Building Method.
Ans: False.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
9. Letter sent to applicants for informing them shares are allotted is called
as ___________
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Ans: Letter sent to applicants for informing them shares are allotted is called
as Letter of Allotment.
10. When applications received is more than the number of shares offered, it
is called as ___________
Ans: When applications received is more than the number of shares offered, it
is called as Over Subscription.
11. In Book Building Method, the final price at which shares are offered to
investors is called as ___________
Ans: In Book Building Method, the final price at which shares are offered to
investors is called as Cut-off price.
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Sr. Sr.
Group ‘A’ Group ‘B’
No. No.
1) Public offer of shares a) ----------------------------
2) ---------------------------- b) Initial public offer
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Ans:
Sr.
Group ‘A’ Ans.
No.
1) Public offer of shares Shares offered to public
2) First time offer of shares Initial public offer
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2. Under the Fixed-Price issue method, the price of shares is fixed through
a bidding process.
Ans: Under Book Building Method the price of shares is fixed through a
bidding process.
3. FPO refers to offering shares to the public for the first time.
Ans: IPO refers to the offering of shares to the public for the first time.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
8. IPO refers to the offering of shares to the public for the second time.
Ans: FPO refers to offering shares to the public for the second time.
9. A duplicate share certificate must be issued within one month from the
date of application.
Ans: A duplicate share certificate must be issued within three months from the
date of application.
10. Call money can not exceed 5% of the nominal value of shares.
Ans: Call money can not exceed 25% of the nominal value of shares.
11. Shares issued through ESOS are to be immediately listed.
Ans: Shares issued through ESPS are to be immediately listed.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
1. Authorised Capital:
Authorised Capital is the maximum capital authorised by Memorandum
of Association that a company can raise by issuing shares.
It is also called as Registered Capital.
It is mentioned in the capital clause of MOA.
The company pays stamp duty on this amount at time of incorporation.
Authorised Capital is calculated considering the need of capital of a
company at present and in future.
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2. Subscribed Capital:
The public may or may not subscribe for the entire issued capital.
Subscribed capital is that part of Issued-capital which has been
subscribed or taken up (bought) by investors (subscriber).
Subscribed Capital may equal to or less than the issued capital.
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3. Paid-up Capital:
Every shareholder has to pay calls, as and when company demands.
Paid up capital is the total amount of money actually paid up by the
shareholders.
Paid-up capital can be equal to less than called-up capital.
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4. Initial Public Offer [IPO]:
It refers to an offer of securities by an unlisted public company to the
public for the first time.
IPO proceeds Further Public Offer [FPO]. It is the first time sale of shares
to public.
It is issued by an unlisted public company.
It is usually issued by an existing company.
Company gets listed offer issuing shares in the IPO.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Company has to send a call letter to shareholders asking them to pay the
call money.
No call can be made for more than 25% of nominal value of shares.
The gap between two calls should not be less than one month.
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15. Forfeiture of shares:
If a shareholder fails to pay calls on shares within a certain period, the
Board of Directors can forfeit i.e. take away ownership of a member. This
is called as forfeiture of shares.
Only partly paid up shares can be forfeited.
Board can forfeit shares only in interest of company.
Company must give the member a notice of minimum 14 days from date
of notice, to make payment along with interest.
A company can reissue forfeited shares as these shares belong to the
company.
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16. Surrender of shares:
Surrender of shares means voluntary return of shares by the member to
the company for cancellation.
Only partly paid up shares can be surrendered.
Surrender of shares can be reissued in the same way as forfeited shares.
AOA of a company must provide for Surrender of shares.
Surrender of shares leads to reduction of capital, hence companies avoid
Surrender of shares.
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17. Transfer of shares:
Transfer of shares means voluntary transfer of shares by transferor to
transferee.
There are two parties i.e. transferor & transferee.
There is stamp duty payable depend upon market value of shares.
It takes place when transferor sells or transfer shares to transferee.
It is a voluntary action of shares of shareholder.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
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S.Y.J.C. (Commerce) Prof. Vijay Patil
When company has lien on the shares, to recover any amount payable by
the shareholder to the company.
When instrument of transfer is incomplete.
When the intension of transferee is malafide i.e. he wants to take transfer
of large number of shares with the object of controlling the management.
When the Central Government gives direction to the company for non-
transfer of shares.
Hence, The Board of Directors can refuse transfer of shares.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Q.1.
Ans:
(a) Authorized capital:
The authorized capital is ₹ 10,00,000 (1,00,000 equity shares × ₹ 10/- each)
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Q.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:
Ans:
a) Company should offer IPO, because TRI Ltd. Company is newly incorporated
public company.
b) Bonus shares are fully paid shares issued free of cost to the existing equity
shareholders in proportion to their shareholdings. So, company cannot raise
capital by offering bonus shares.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Q.3.
Ans:
a) Yes, the company should set up allotment committee. The allotment
committee will decide the basis of allotment and submit a report to the Board.
c) Company should issue share certificates within two months from date of
allotment of shares.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Q.4.
Ans:
a) The unpaid amount on partly paid-up shares is a liability of the shareholder.
So, shareholders are liable to pay ₹ 20/- for the shares held by them.
b) The company sends “Call Letter / Notice” to shareholders asking them to pay
₹ 20/-
c) If the shareholders fail to pay the money within specified time, the company
can forfeit shares.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Q.5.
Ans:
a) The unpaid amount on partly paid-up shares is a liability of the shareholder.
If shareholder fails calls, company can forfeit the shares, so company can forfeit
the shares of ‘Y’.
b) ‘X’ has already paid full money demanded by the company. Fully paid up
shares cannot be forfeited. So, company cannot forfeit the shares of ‘X’.
c) Only fully paid-up shares can be transferred. Every member has a right to
transfer their shares. So, ‘X’ can transfer his shares.
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S.Y.J.C. (Commerce) Prof. Vijay Patil
Q.6.
Ans:
a) A company can issue duplicate share certificate if the shareholders proves
that original certificate is lost or destroyed. Thus, company can issue duplicate
share certificate to Rajan, if he gives proof that he has lost his share certificate.
b) Rajan should get these certificates within three months from date of
application.
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