ISSUE OF BONUS SHARES

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samdgreat (Querist)
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12 January 2009 PVT LTD. CO. CAN ISSUE BONUS OR NOT ?

IF YES, IS BONUS SHARE IN CASE OF PVT LTD. OUT OF RESERVE & SURPLUS IS TAXABLE IN THE HAND OF SHAREHOLDER OR COMPANY ?

CS Arpita Rajpurohit

CS Arpita Rajpurohit (Expert)
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12 January 2009 yes , a pvt co can issue bonus shares, subject to a provision to that effect is there in its AOA.

the bonus shares are taxable in the hands of shareholder & not the company

Mugdha

Mugdha (Expert)
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13 January 2009 In my opinion, Pvt companies cannot issue bonus shares.

CS Arpita Rajpurohit

CS Arpita Rajpurohit (Expert)
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17 January 2009 The Companies Act, 1956 does not contain any provisions dealing with bonus shares, though it has made references to bonus issue in certain sections. Section 205(3) of the Companies Act, 1956 there is no prohibition on a company to capitalise its profits or reserves for the purpose of issuing fully paid-up bonus shares or paying up any amount, for the time being unpaid, on any shares held by the members of the company.

Check whether the Articles of Association of the company contains any restriction on capitalisation of profits or reserves for issuing fully paid up bonus shares.

Regulations 96 & 97 of Table A to Schedule I of the Companies Acty, 1956 contain provisions relating to capitalisation of profits and reserves of the company. According to these regulations only the share premium account and the capital redemption reserve account shall be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares.
Also the proposal to issue bonus shares has to be approved by the shareholders of the company in general meeting upon recommendation by the Board of Directors of the company However if these regulations have been excluded from the Articles of Association of the company then it shall be sufficient if the Board approves the bonus issue.