Conversion of firm to company

A sole proprietary business is taken over by a private Limited company satisfying all the conditions specified under sec 47(xiv).

Issues:-

1.Can the private limited company so formed issue shares at premium to sole proprietor even if the business taken over by the company is loss making.

2.Can the company revalue the assets & liability taken over ie can it state the cost different from the cost stated in books of Sole  Proprietor.

Thanks & Regards

Sagar Oberai