SEBI Bonus Guidelines

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GUIDELINES FOR BONUS ISSUES

15.0 A listed company proposing to issue bonus shares shall


comply with the following:

15.1 (a) No company shall, pending conversion of FCDs/PCDs,


issue any shares by way of bonus unless similar benefit is
extended to the holders of such FCDs/PCDs, through
reservation of shares in proportion to such convertible part of the
FCDs or PCDs.

(b) The shares so reserved may be issued at the time of


conversion(s) of such debentures on the same terms on which
the bonus issues were made.
GUIDELINES FOR BONUS ISSUES

 15.1.1 The bonus issue shall be made out of free reserves


built out of the genuine profits or share premium collected
in cash only.

 15.1.2 Reserves created by revaluation of fixed assets are


not capitalised.
GUIDELINES FOR BONUS ISSUES

 15.1.3 The declaration of bonus issue, in lieu of dividend, is


not made.

 15.1.4 The bonus issue is not made unless the partly paid
shares, if any existing, are made fully paid-up.
GUIDELINES FOR BONUS ISSUES

 15.1.5 The Company—


(a) has not defaulted in payment of interest or principal in
respect of fixed deposits and interest on existing
debentures or principal on redemption thereof ; and

(b) has sufficient reason to believe that it has not defaulted


in respect of the payment of statutory dues of the
employees such as contribution to provident fund, gratuity,
bonus, etc.
GUIDELINES FOR BONUS ISSUES

 15.1.6 A company which announces its bonus issue after


the approval of the Board of Directors must implement the
proposal within a period of six months from the date of
such approval and shall not have the option of changing
the decision.

 15.1.7 (i) The Articles of Association of the company shall


contain a provision for capitalisation of reserves, etc.
(ii) If there is no such provision in the Articles the
company shall pass a Resolution at its general body
meeting making provisions in the Articles of Association for
capitalizations.
GUIDELINES FOR BONUS ISSUES

 15.1.8 Consequent to the issue of bonus shares if the


subscribed and paid-up capital exceed the authorized
share capital, a resolution shall be passed by the company
at its general body meeting for increasing the authorized
capital.

 15.1.9 A certificate duly signed by the issuer company and


countersigned by statutory auditor or by Company
Secretary in practice to the effect that the provision of
clauses 15.1.1 to 15.1.9 have been complied with shall be
forwarded to the Board.

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