Professional Documents
Culture Documents
By Prof.Augustin Amaladas M.Com., AICWA.,PGDFM.,B.Ed. Prof. Shanthi Augustin M.Com., M.Phil., MBA., B.Ed. www.professoraugustin.com
An old lady, with shabby looks was picking up something from the sea shore but the people, scared of her, did not allow their children to go near her. What was she picking? Why were the people scared of her?
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She picked up broken pieces of glass Why did she pick up these?
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Meaning of Redemption
Pay back the capital before winding up either by cash or conversion of preference shares into equity shares or pay cash to such share holders.
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All share holders have given equal opportunity to sell shares to the company.
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5.Selective buy-backs
In broad terms, a selective buy-back is one in which identical offers are not made to every shareholder, for example, if offers are made to only some of the shareholders in the company. The scheme must first be approved by all shareholders, or by a special resolution (requiring a 75% majority) of the members in which no vote is cast by selling shareholders or their associates. Selling shareholders may not vote in favour of a special resolution to approve a selective buy-back
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Rule-2
No company can issue any preference shares, shall issue any preference shares which is irredeemable or redeemable beyond 20 years
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Rule-3
Preference shares can be redeemed either by fresh issue of shares or out of divisible profits or both.Why? Divisible profits is profits which are freely available for the declaration of dividend to shareholders. Only such profits which are free from all clutches can be used for redemption. How is it done? What is the logic?
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If fresh issue of shares Issued for redemption with CRR Cash received to the extend of Nominal value of shares
CRR
=
Nominal value of Redeemable preference shares Note Premium on issue to be accounted separately
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1.Profit and loss Account 2.Reserves 3.Investment fluctuation Reserve 4.Dividend equalisation reserve
1.Security premium 2.Capital Redemption Reserve Account 3.Development rebate reserve 4. Capital profits/reserve 6. Statutory reserve 7. Profits prior to Incorporation
Kept www.professoraugustin.com in the company for ever Can be used for any purpose (Married) (bachelor)
If not enough
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Premium on redemption
To be set off against existing security premium account and new Security premium on fresh issue of shares
If not enough Reduce such deficit with revenue profits www.professoraugustin.com Then calculate divisible profits.
Amalgamation cost of acquisition of the asset of old company deemed to be the cost of acquisition of the new company(continuing company conversion of bonds or debentures, debenture-stock the cost of acquisition of the asset to the assessee shall be deemed to be that part of the cost of debenture, debenture- stock or deposit certificates in relation to which such asset is acquired by the assessee. If Section 2(1B) is fulfilled it does not attract capital gain as per Income tax Act to share holders. Section 2(1B) states that all assets and liabilities to be transferred to the new company and the new company should be an Indian company. At least 75% of share holders should be the shareholders of the new company(acquiring company)
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Demerger
The cost of acquisition of the shares in the resulting company shall be the amount which bears to the cost of acquisition of shares, held by the assessee in the demerged company. No capital gain to the share holder who exchange shares if all conditions are fulfilled.
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How?
When shares were issued at premium, the company earned capital profits. If shares are quoted in the market less than nominal value or a little above nominal value the company has a chance to repurchase such shares from market at low price and cancel such shares from the share capital. The remaining share holders value go up because net worth of the firm remain almost the same to the remaining number of shares.
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to allow promoters to get a better hold on the company. To wit, if the existing promoters in the saddle are having 20 per cent of the shares and the company announces a 20 per cent buyback in which obviously the promoters will not participate, the bottomline would be their stake now going up to 25 per cent (20 divided by 80). There cannot be a simpler and less expensive way of beefing up one's control in a company. In fact the promoters gain at the expense of the company whose cash is used in bankrolling this exercise.
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Other conditions
1. Debt equity ratio should not be more than 2:1 after buy back (all secured and unsecured debts are included) 2. All the shares other securities are fully paid up( It is same like redemption of preference shares) 3. Such securities are to be listed on recognised stock exchange 4. If free reserves used the amount used for such purpose to be transferred to Capital Redemption Reserve Account.
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Thank you