conversion of loan in to equity

Pravin (Associate) (127 Points)

05 November 2009  

Pls Advise

We have on pvt. ltd. co. to be wound up. Latest balance sheet shows following position

1. Share Cap - 1,00,000

2. Unsecured Loan - 36,00,000

3. Cash & Bank Bal - 100000

4. P & L Dr. Bal - 36,00,000

One view was presented by the auditor is that the secured loan is to be converted in to equity by issuing shares at premium (FV- 10).

My question is that is it possible to issue share at premium against unsec. loan (from director)

and if it done so sec. premium will be generated (with premium amt) and distribution of anything to the shareholder at the time of winding will it regarded as dividend us 2 (22) of income tax act and company is required to pay the dividend tax ?

or any other way to wind up the company