Tag: Board of Directors

Requirements of Companies Act

The following are the requirements of the Companies Act regarding the reissue of forfeited shares:

1. The forfeited shares are generally issued at a price lesser than their face value. But the discount so allowed to the new buyers should not exceed the amount already paid by the defaulting member.
2. A resolution sanctioning the reissue must be passed in the Board Meeting.
3. The forfeited shares are to be transferred in the name of the buyer and his name should be entered in the Register of Members.
4. A public notice in newspapers should be given stating that such and such shares have been forfeited due to the non-payment of calls.

Re-issue of Forfeited Shares

Forfeited shares are available with the company for sale. After the forfeiture of shares, the company is under an obligation to dispose off the forfeited shares.

The company requires to pass a resolution in its Board Meeting for the re-issue of forfeited shares. Re-issue of forfeited shares is a mere sale of shares for the company. A company does not make allotment of these shares.

The company auctions the forfeited shares and disposes them off. A company can re-issue these shares at any price but the total amount received on these shares should not be less than the amount in arrears on these shares. Here, total amount refers to the amount received from the original allottee and the second purchaser.

Notes:

• We show the Forfeited shares A/c under the heading ‘Share Capital’.
• When a company re-issues only a part of the forfeited shares, then it will transfer only the profit relating to this part to the capital reserve.
• When a company re-issues shares at a price more than their face value, it needs to transfer the excess amount to the Securities Premium A/c.

(a) Reissue of forfeited Share Originally Issued at Par:

When the forfeited shares are reissued at a discount, the amount of discount should not exceed the amount credited to Share Forfeited Account. If the discount allowed on reissue of shares is less than the forfeited amount, there will be some balance left in the Forfeited Account, which should be transferred to capital reserve, because it is a profit of capital nature.

Accounting entries:

On reissue of shares at discount:

Bank A/c … Dr. (With reissue price)

Share Forfeited A/c …Dr. (With the discount allowed on reissue)

To Share Capital A/c (With the amount called up)

Transfer to Capital Reserve:

The balance remaining in share forfeited account is in the nature of capital gain and would be closed by transfer to the capital reserve account.

The necessary journal entry will be:

Share forfeited a/c Dr. (with credit balance left in share forfeited account after reissue)

To Capital reserve a/c

(Being share forfeited account transferred)

(b) Reissue of forfeited shares originally issued at discount:

If the shares which were originally issued at a discount are forfeited and reissued, then on reissue the new allottee would get the advantage of discount, besides getting some additional discount from share forfeited account.

The requisite entry in this case will be:

Bank a/c Dr. (with amount received on reissue)

Discount on issue of shares a/c Dr. (with normal discount)

Share forfeited a/c Dr. (with extra discount on reissue)

To Share capital a/c Dr. (with total amount)

(Being forfeited shares reissued, originally issued at discount)

Journal Entries for Re-issue of Forfeited Shares:

Auditor’s Duty regarding reissue of forfeited shares

1. The auditor should ascertain whether the Articles authorize the Board of Directors to reissue the forfeited shares.
2. He should examine the resolution passed by the Board of Directors at their meeting under which the forfeited shares have been re-allotted.
3. He should vouch the entries made for re-allotment in the Cash Book.
4. He should see that the balance remaining in the forfeited shares account has been transferred to the Capital Reserve Account.
5. In case the shares were reissued at a price above par value, he should see that the excess has been transferred to the Share Premium Account.
6. He should vouch the copy of the return of allotment filed with the Registrar of Joint Stock Companies.

Section 81 of the Companies Act requires that a public limited company, whenever it proposes to increase its subscribed capital after the expiry of two years from the date of its incorporation or after the expiry of one year from the date of allotment of shares in that company, made for the first time after its formation, whichever is earlier, shall be required to offer those shares to the existing equity shareholders in the proportion of paid-up capital as nearly as possible. Such shares are known as rights shares.

From an accounting perspective, a bonus issue is a simple reclassification of reserves which causes an increase in the share capital of the company on the one hand and an equal decrease in other reserves. The total equity of the company therefore remains the same although its composition is changed.

The price at which these shares are offered to the existing shareholders is normally below the market price of the shares. The existing shareholders thus have a specific advantage in the sense that market price of the shares offered is more than its issue price. This specific advantage has a money value called as value of the right.

The value of the right can be calculated as follows:

1. Ascertain the total market value of the shares which a shareholder is required to possess in order to get additional shares from of the fresh issue.
2. Add to the above market price, the amount to be paid to the company for additional shares of the fresh issue.
3. Find average price. This can be calculated by dividing the total prices calculated under step 2 by the total number of shares.
4. Deduct average price from market price. This difference is called value of the right.

The accounting entries in each of these cases would be as follows:

(A) For converting partly paid shares into fully paid shares

(i) Equity share final call a/c Dr.

  To equity capital a/c

(Being call money due on … shares)

(ii) P&L a/c Dr.

Securities Premium a/c

Reserve a/c Dr.

  To bonus to shareholders a/c

(Being bonus declared)

(iii) Bonus to shareholders a/c Dr.

  To equity share final call a/c

(Conversion of partly paid equity shares into fully paid equity shares)

(B) For fully paid bonus shares

(i) P&L a/c

Securities Premium a/c

Reserve a/c Dr.

  To bonus to shareholders a/c

(ii) Bonus to shareholders a/c Dr.

  To equity share capital a/c

(Being bonus utilised to issue fully paid up bonus shares)

Following journal entries are required to account for a bonus issue:

Advantages

• Cash-starved companies can issue bonus shares instead of cash dividends to provide temporary relief to shareholders.
• Issuing bonus shares improves the perception of company’s size by increasing the issued share capital of the company.
• When distributable reserves (e.g. un-appropriated profits) are used to account for a bonus issue, it decreases the risk to creditors as it reduces the amount of reserves available for distribution to the shareholders of the company.

Disadvantages

• It is not a meaningful alternative to cash dividends for shareholders as selling the bonus shares to meet liquidity requirements would lower their percentage stake in the company.
• Bonus issue does not generate cash for the company.
• As bonus shares increase the issued share capital of the company without any cash consideration to the company, it could cause a decline in the dividends per share in the future which may not be interpreted rationally by all market participants.

Case 1

When new fully paid up bonus shares are issued

a) for providing amount of bonus

Capital reserve account debit xxxx

share premium account debit xxxx

Capital redemption reserve account debit xxxx

Other general reserve account debit xxxx

Profit and loss account debit xxxx

Bonus to shareholder account credit xxxx

b) for issue of bonus

Bonus to equity shareholder account debit

Equity share capital account credit

Shareholder Meeting is a formal gathering of the shareholders of a corporation, where they come together to discuss significant issues concerning the company. These meetings can be annual or special and serve as a platform for shareholders to exercise their rights, express opinions, and make decisions on key matters affecting the company. They play a crucial role in corporate governance and ensure that shareholders have a say in the direction of the company.

Importance of Shareholder Meetings:

• Democratic Process:

Shareholder meetings embody the democratic principle of corporate governance, allowing shareholders to voice their opinions and vote on critical issues.

• Decision-Making:

These meetings are crucial for making decisions regarding the appointment of directors, approval of financial statements, dividends, mergers, and other significant corporate actions.

• Transparency:

Shareholder meetings provide an opportunity for management to present the company’s performance and future prospects, promoting transparency and accountability.

• Shareholder Rights:

They protect shareholders’ rights by enabling them to participate in decisions that affect their investments and hold management accountable.

• Communication:

Shareholder meetings facilitate direct communication between management and shareholders, allowing for questions and discussions about the company’s operations and strategies.

• Legal Compliance:

Conducting annual shareholder meetings is often a legal requirement under corporate laws, ensuring that the company adheres to regulatory obligations.

• Building Trust:

Regular engagement with shareholders through meetings can foster trust and confidence in management and the company’s strategic direction.

Components of Shareholder Meetings:

1. Notice of Meeting:

A formal communication sent to shareholders detailing the date, time, location, and agenda of the meeting.

2. Agenda:

A list of topics to be discussed during the meeting, ensuring all relevant matters are covered.

3. Minutes of Meeting:

A written record of the proceedings, including discussions, decisions made, and action items assigned.

4. Participants:

Shareholders who attend the meeting, which can include both individual and institutional investors.

5. Chairperson:

An appointed individual who leads the meeting, ensuring it runs smoothly and that all agenda items are addressed.

6. Voting Procedures:

Guidelines for how decisions will be made, including methods for casting votes (e.g., show of hands, ballots, electronic voting).

7. Financial Statements:

Presentation of the company’s financial performance, often a key agenda item for annual meetings.

Advantages of Shareholder Meetings:

• Empowerment of Shareholders:

Shareholder meetings empower investors to influence company decisions and express their views on corporate governance.

• Enhanced Accountability:

Meetings create a forum for shareholders to hold management accountable for their actions and company performance.

• Opportunity for Dialogue:

They provide a platform for open dialogue between shareholders and management, fostering better relationships.

• Transparency in Operations:

Shareholders can gain insights into the company’s strategies and performance, promoting transparency.

• Networking Opportunities:

Meetings allow shareholders to network with other investors, management, and board members.

• Compliance with Regulations:

Holding regular meetings ensures that the company complies with legal and regulatory requirements.

• Facilitates Long-term Planning:

Shareholder involvement in discussions encourages a focus on long-term strategic goals and sustainability.

Disadvantages of Shareholder Meetings:

• Time-Consuming:

Meetings can be lengthy and require significant time from both management and shareholders.

• Cost Implications:

Organizing meetings incurs expenses, such as venue costs, printing materials, and refreshments, which can be burdensome for the company.

• Potential for Conflict:

Shareholder meetings can lead to disagreements or conflicts, particularly when there are opposing views among shareholders.

• Inefficiency:

Poorly organized meetings may result in unproductive discussions or a lack of focus on critical issues.

• Limited Participation:

Not all shareholders may attend, especially smaller ones, leading to decisions that may not represent the views of the entire shareholder base.

• Pressure from Activist Shareholders:

Meetings can attract activist shareholders, whose demands may disrupt the meeting’s agenda and lead to tensions.

• Decision Delays:

Complex discussions can delay decisions that may be critical for the company’s immediate needs or future direction.

Liquidator is an individual or entity appointed to wind up the affairs of a company during the liquidation process. Their primary responsibility is to collect and realize the company’s assets, settle its liabilities, and distribute any remaining funds to the shareholders. The role of the liquidator is crucial as they act as an intermediary between the company, its creditors, and shareholders. They have a variety of roles, duties, and powers, each of which is integral to the successful completion of the liquidation process.

Key Roles of a Liquidator:

• Asset Realization:

Liquidator’s primary role is to take control of the company’s assets, sell or liquidate them, and turn them into cash. This may include real estate, machinery, equipment, inventory, and accounts receivable. The liquidator maximizes asset value to pay off the company’s liabilities.

• Debt Settlement:

Once the liquidator has converted the company’s assets into cash, they are responsible for using the proceeds to settle the company’s debts. This is done based on the priority of claims, with secured creditors paid first, followed by preferential creditors, unsecured creditors, and lastly shareholders.

• Distribution to Creditors:

Liquidator is responsible for distributing the proceeds from asset sales to the company’s creditors in accordance with statutory priorities. They ensure that each creditor receives their due share based on the ranking of claims.

• Final Distribution to Shareholders:

After all debts have been paid, any remaining funds are distributed to the shareholders. This is typically the last step in the liquidation process, and in most cases, shareholders receive little or no funds if the company is insolvent.

• Reporting and Documentation:

Liquidator is required to keep accurate records of all transactions during the liquidation process. This includes documenting the sale of assets, payments to creditors, and any distributions to shareholders. The liquidator must submit regular reports to creditors, shareholders, and, in some cases, the court or regulatory bodies.

• Ensuring Legal Compliance:

Liquidator ensures that the liquidation process complies with all relevant laws and regulations. This includes adhering to the rules set out by the Companies Act or other governing legislation, filing necessary reports with regulatory authorities, and ensuring that all legal obligations are met.

• Conducting Investigations:

Liquidator may be required to investigate the conduct of the company’s directors prior to liquidation, especially in cases of insolvency. This is done to determine if any wrongful trading, fraud, or negligence occurred. If misconduct is found, the liquidator can pursue legal action against the directors on behalf of creditors.

• Company Dissolution:

After completing the liquidation process, the liquidator is responsible for dissolving the company and striking it off the register of companies. Once this is done, the company ceases to exist as a legal entity.

Key Duties of a Liquidator:

• Act in Good Faith:

Liquidator must act in good faith, with honesty and transparency throughout the liquidation process. They must always act in the best interest of the creditors and ensure that the liquidation is conducted fairly and without bias.

• Duty to Secure Assets:

Liquidator has a duty to take immediate control of the company’s assets and safeguard them from further loss or damage. This may involve securing properties, collecting receivables, and preventing unauthorized access to the company’s assets.

• Duty of Impartiality:

Liquidator must remain impartial and act in the interest of all stakeholders, including creditors, shareholders, and employees. They must not show favoritism towards any party and must handle the liquidation process objectively.

• Duty to Notify Creditors and Shareholders:

It is the liquidator’s duty to notify creditors and shareholders about the commencement of the liquidation process. The liquidator must provide regular updates on the status of the liquidation and inform them of any key decisions, including asset sales and distributions.

• Duty to Maximize Returns:

Liquidator has a duty to maximize the value of the company’s assets for the benefit of creditors. They must make decisions that ensure the best possible return for creditors, which could involve selling assets at market value or negotiating settlements with debtors.

• Duty to Comply with Legal Obligations:

Liquidator must comply with all statutory and legal obligations throughout the liquidation process. This includes filing the necessary reports, ensuring that all transactions are properly recorded, and submitting final accounts to regulatory authorities.

• Duty to Close the Liquidation:

Liquidator must ensure that the liquidation process is completed efficiently and promptly. Once all assets have been sold, and liabilities settled, the liquidator has a duty to finalize the process, distribute any remaining funds, and dissolve the company.

Key Powers of a Liquidator:

• Power to Sell Assets:

Liquidator has the power to sell the company’s assets, whether through auction, private sale, or negotiation. This power allows the liquidator to liquidate assets to generate funds for creditor repayment.

• Power to Sue and Be Sued:

Liquidator has the authority to initiate or defend legal proceedings on behalf of the company. This power enables the liquidator to recover money owed to the company or settle disputes with creditors, debtors, or other parties.

• Power to Compromise Claims:

Liquidator has the power to negotiate and compromise claims made by or against the company. This power is particularly useful in settling disputes with creditors or debtors without resorting to lengthy legal processes.

• Power to Investigate Company Affairs:

Liquidator has the power to investigate the affairs of the company and the conduct of its directors. This includes reviewing financial records, auditing company accounts, and identifying any fraudulent or wrongful activities.

• Power to Call Meetings:

Liquidator can convene meetings of creditors and shareholders when necessary. These meetings are usually called to inform stakeholders about the progress of the liquidation process or to seek their approval for specific actions.

• Power to Appoint Agents:

Liquidator has the authority to appoint agents, such as accountants, auditors, or legal advisers, to assist in the liquidation process. These professionals help the liquidator with specialized tasks such as asset valuation, forensic accounting, or legal compliance.

• Power to Settle Liabilities:

Liquidator has the power to settle the company’s liabilities by paying creditors in accordance with the legal priority of claims. This power is critical in ensuring that secured and preferential creditors receive their due share from the liquidation proceeds.

Companies Act, 2013 introduces various provisions to strengthen corporate governance and transparency in Indian companies. Among these, the roles of Resident Director and Independent Director are pivotal in ensuring compliance with legal obligations, maintaining ethical standards, and protecting the interests of shareholders. Both these positions come with distinct responsibilities and qualifications, and they are crucial for the smooth functioning of the corporate sector.

Resident Director

Resident Director was introduced by the Companies Act, 2013 to ensure that at least one director of every company resides in India for a significant period, thereby maintaining a connection to the local regulatory environment. This requirement applies to all types of companies, whether public, private, or foreign, and aims to ensure that companies are easily accountable to Indian regulatory authorities.

1. Definition and Legal Requirement

According to Section 149(3) of the Companies Act, 2013, every company must have at least one director who has stayed in India for a total period of not less than 182 days in the previous calendar year. This director is referred to as the Resident Director. The law ensures that there is at least one individual in the company’s management who is familiar with Indian regulations, available to address local issues, and can liaise with Indian regulatory bodies.

2. Qualifications of a Resident Director

The Act does not prescribe specific qualifications for a Resident Director other than the residency requirement. Any individual who is capable of being appointed as a director under the provisions of the Companies Act, 2013 can serve as a Resident Director, provided they meet the residency criterion. They should not be disqualified under Section 164 of the Act, which deals with disqualifications for appointment as a director, such as being of unsound mind, an undischarged insolvent, or convicted of a criminal offense.

3. Duties of a Resident Director

While a Resident Director is expected to fulfill the duties of a regular director, their specific responsibility is to ensure that the company remains compliant with Indian laws and regulations. Their duties include:

• Ensuring the company’s adherence to corporate governance norms.
• Facilitating communication with regulatory authorities in India.
• Ensuring the timely filing of statutory documents such as annual returns and financial statements with the Registrar of Companies (ROC).
• Providing guidance on regulatory changes and ensuring the company adjusts its practices accordingly.

4. Consequences of Non-compliance

If a company fails to appoint a Resident Director, it may face penalties under the Companies Act. The company and its officers could be fined or penalized for violating Section 149(3) of the Act. Additionally, failure to comply with this requirement could result in greater scrutiny from regulatory authorities.

Independent Director

An Independent Director plays a key role in enhancing corporate accountability and protecting shareholder interests by maintaining a degree of independence from the company’s management. Their presence on the board helps ensure that decisions are made objectively, without undue influence from company insiders, and in alignment with good governance practices.

1. Definition and Legal Framework

An Independent Director is defined under Section 149(6) of the Companies Act, 2013. They are non-executive directors who do not have any material or pecuniary relationship with the company, its directors, or its promoters, except for receiving director’s remuneration. They must also meet specific qualifications and follow a code of conduct as outlined in the Companies Act and the rules of the Securities and Exchange Board of India (SEBI) for listed companies.

Independent Directors are typically required in listed companies and certain other large public companies. SEBI’s Listing Obligations and Disclosure Requirements (LODR) regulations mandate that a specified proportion of the board must comprise Independent Directors in listed companies, with at least one-third of the board being independent in companies that do not have an executive chairman.

2. Qualifications of an Independent Director

According to Section 149(6), an individual must meet certain criteria to qualify as an Independent Director. These are:

• Integrity and Expertise: The individual must be a person of integrity and possess relevant expertise and experience in the fields of law, finance, economics, or other disciplines that are beneficial to the company.
• Independence: The individual must not be a promoter or related to promoters or directors of the company or its subsidiaries. Additionally, they should not have a material or pecuniary relationship with the company or its related parties.
• No Managerial Role: The individual should not have been an employee or key managerial personnel of the company or its affiliates in the preceding three financial years.
• No Significant Shareholding: The individual, their relatives, or their associates must not hold more than 2% of the total voting power of the company.
• No Financial Transactions: The individual should not have significant transactions (exceeding 10% of their income) with the company or its associates.

3. Duties of an Independent Director

Independent Directors play a crucial role in safeguarding the interests of shareholders, particularly minority shareholders, and ensuring that the company follows ethical practices. Their key duties are:

• Objective Oversight: Independent Directors must provide unbiased oversight on corporate governance and ensure that the board’s decisions are made in the company’s best interest.
• Compliance with Laws and Policies: Independent Directors are responsible for ensuring that the company complies with all applicable laws, including the Companies Act, SEBI regulations, and other sector-specific regulations.
• Protection of Minority Shareholders: One of the core duties of an Independent Director is to protect the interests of minority shareholders and ensure that their voices are heard.
• Risk Management: Independent Directors should evaluate and mitigate risks associated with the company’s operations, including financial, operational, and legal risks.
• Appointment and Remuneration: Independent Directors play a critical role in recommending the appointment of key managerial personnel and determining their remuneration. This includes evaluating the performance of executive directors and setting appropriate remuneration packages.
• Conflict of Interest Management: Independent Directors must ensure that the company’s decisions do not unfairly favor insiders or related parties. They must actively prevent and manage conflicts of interest.

4. Tenure of Independent Director

Companies Act, 2013 provides for a maximum tenure of five consecutive years for Independent Directors. After completion of the first term, they may be reappointed for another term of five years, subject to approval by the shareholders. However, after serving two terms, they must take a mandatory cooling-off period of three years before being eligible for reappointment.

5. Liabilities and Protection of Independent Directors

The liabilities of Independent Directors are generally limited to acts of omission or commission that are directly attributable to their knowledge or participation in company decisions. Section 149(12) of the Companies Act, 2013 provides them protection, stating that Independent Directors are liable only in respect of matters that occurred with their knowledge, consent, or connivance. This is meant to ensure that they are not held accountable for decisions over which they had no control or knowledge.

Share represents a unit of ownership in a company, providing the shareholder with a claim on the company’s assets and profits, as well as a proportionate interest in its management. Shareholders hold an ownership stake in the company, and the extent of their rights and privileges depends on the type and number of shares they own. Shares are primarily classified as equity shares and preference shares, each with different rights and characteristics.

The Indian Companies Act, 2013, governs the issue and regulation of shares in India, ensuring transparency and safeguarding the interests of shareholders.

Features of Shares:

• Ownership in the Company

Share represents a unit of ownership in a company, giving the shareholder a proportional stake in the business. Shareholders are considered part-owners and their liability is limited to the unpaid amount on the shares they hold. By holding shares, investors become entitled to certain rights, such as voting in general meetings, receiving dividends, and participating in major company decisions. The number of shares owned determines the degree of ownership and influence in the company. Ownership through shares also allows for easy transferability, enabling shareholders to sell or gift their holdings in accordance with the company’s Articles of Association.

• Indivisible Unit

Share is the smallest indivisible unit into which the capital of a company is divided. It cannot be split into smaller fractions for the purpose of ownership transfer. For example, if a person holds one share, it cannot be transferred partially; the whole share must be transferred. This indivisibility ensures clarity in ownership records and facilitates proper management of shareholder registers. However, a shareholder can hold multiple shares, and collectively, they may be bought, sold, or transferred. Indivisibility also helps in maintaining the legal and financial structure of the company’s capital, as per provisions in the Companies Act, 2013.

• Transferability

Shares of a public company are freely transferable, allowing investors to buy or sell them without needing prior approval from the company, subject to SEBI and stock exchange regulations. This liquidity feature makes shares an attractive investment, enabling shareholders to convert their investment into cash whenever required. In the case of private companies, the transfer of shares is restricted as per their Articles of Association, requiring board approval. Transferability promotes capital mobility, encourages wider participation in ownership, and helps companies attract investments, while also offering flexibility and choice to existing shareholders regarding the disposal of their holdings.

• Source of Income

Shares provide shareholders with income primarily in the form of dividends, which are a portion of the company’s profits distributed to owners. The amount of dividend depends on the company’s profitability and the board’s decision. In addition to dividends, shareholders can earn through capital appreciation — the increase in the market value of shares over time. However, income from shares is not guaranteed, as returns depend on business performance, market conditions, and economic factors. This potential for higher returns compared to fixed-income investments makes shares attractive, but they also carry higher risk, requiring investors to assess before investing.

• Limited Liability

One of the key features of shares is that they confer limited liability on shareholders. This means shareholders are liable to contribute only up to the unpaid value of the shares they hold. For instance, if a share is worth ₹100 and the shareholder has paid ₹80, they can only be asked to pay the remaining ₹20 in case the company faces financial distress. They are not personally liable for the company’s debts beyond this limit. This protection encourages investment in companies, as investors know their personal assets are safe from business losses or insolvency proceedings of the company.

• Classes and Types

Shares can be classified into different types, primarily equity shares and preference shares, each with distinct rights and obligations. Equity shares carry voting rights and are entitled to dividends after preference shareholders are paid. Preference shares usually do not carry voting rights but have priority in dividend payment and capital repayment on liquidation. Within these categories, further variations exist, such as cumulative preference shares, non-cumulative preference shares, redeemable preference shares, etc. This classification allows companies to design their capital structure flexibly, attracting different types of investors with varied risk appetites, income expectations, and control preferences.

Types of Shares:

Shares are broadly categorized into two main types: Equity Shares and Preference Shares. Each category serves different purposes and provides shareholders with distinct rights and privileges.

Equity Shares (also known as Ordinary Shares)

Equity shares are the most common type of shares issued by companies and represent the core ownership of the company. Shareholders holding equity shares are referred to as equity shareholders. Equity shares provide voting rights, a claim on the company’s profits (through dividends), and residual claims on the company’s assets in case of liquidation.

Key Features of Equity Shares:

• Voting Rights:

Equity shareholders have voting rights in the company’s general meetings, which allow them to participate in important corporate decisions such as the election of directors, mergers, and acquisitions.

• Dividend:

Dividends on equity shares are not fixed and depend on the company’s profitability. If a company makes a profit, it may declare dividends, but if it incurs losses, no dividend is paid.

• Residual Claims:

In the event of the company’s liquidation, equity shareholders are the last to be paid. After creditors and preference shareholders are settled, the remaining assets are distributed to equity shareholders.

• Fluctuating Returns:

Equity shareholders experience returns that fluctuate based on the company’s performance. Higher profits typically lead to better returns through dividends and capital appreciation.

Types of Equity Shares:

• Voting Equity Shares:

These shares offer voting rights to shareholders, allowing them to participate in corporate decisions.

• Non-voting Equity Shares:

In some cases, companies issue non-voting equity shares, where shareholders do not have voting rights but may receive higher dividends or other benefits.

• Bonus Shares:

These are additional shares issued to existing shareholders, usually in proportion to their existing holdings, without any additional payment. It is a way of rewarding shareholders by capitalizing retained earnings.

Preference Shares

Preference shares, as the name suggests, offer shareholders preferential treatment over equity shareholders in certain matters. Preference shareholders have a fixed dividend and have priority over equity shareholders in the event of the company’s liquidation. However, preference shareholders typically do not have voting rights, except in certain circumstances, such as non-payment of dividends.

Key Features of Preference Shares:

• Fixed Dividend:

Preference shareholders are entitled to a fixed dividend before any dividend is paid to equity shareholders, regardless of the company’s profitability.

• Priority in Liquidation:

In the event of liquidation, preference shareholders are paid before equity shareholders, although they rank after creditors.

• Limited Voting Rights:

Preference shareholders usually do not have voting rights in general meetings. However, if the company fails to pay dividends for a specified period, they may gain voting rights.

• Less Risk:

Since preference shareholders have a fixed dividend and priority during liquidation, their investment is considered less risky compared to equity shares.

Types of Preference Shares:

• Cumulative Preference Shares:

If a company is unable to pay dividends in a given year, the unpaid dividends accumulate and must be paid out in future years before any dividend is paid to equity shareholders.

• Non-Cumulative Preference Shares:

If a company does not declare dividends in a particular year, the right to receive those dividends lapses, and the shareholder cannot claim it in future years.

• Redeemable Preference Shares:

These shares can be bought back by the company after a specified period, providing a form of capital repayment to the shareholder.

• Irredeemable Preference Shares:

These shares are not subject to redemption and remain as long as the company exists.

• Convertible Preference Shares:

These shares can be converted into equity shares at a specified time and under specified conditions.

• Non-Convertible Preference Shares:

These shares cannot be converted into equity shares, and the shareholder will continue to hold preference shares for the duration.

The formation of a public company is a long and arduous process. First, the company is floated by its promoters, and the process of gathering financial backing begins. The promotion of a company is the very first step in this long process.

Promotion of a Company

It is the first stage in the formation of a company. It begins with a person or a group of persons having thought of or conceived a possible future business opportunity and then taking an initiative to give it a practical shape by way of forming a company. Such a person or a group of persons who proceed to form a company are known as promoters of the company.

Promoters not only conceive a business opportunity but also analyze its prospects and bring together the men, materials, machinery, managerial abilities and financial resources that are necessary for the formation and existence of the company.

Functions of a Promoter 

(i) Identification of Business Opportunity

The promoter first identifies a potential business opportunity. This opportunity may be regarding the production of a new product or service or making a product available through a different channel than before or production of an old product with new updated features or any other such opportunity having an investment potential.

(ii) Feasibility Studies

The promoter after having conceived a business opportunity analyzes the opportunity to see whether it is feasible, technically as well as economically. All identified business opportunities cannot be converted into real projects.

Therefore, the promoters undertake detailed feasibility studies so as to investigate all aspects of the business that they intend to begin with the help of various tools like a study of the market trend, industry trend, market survey, etc. and with the help of specialists like engineers, chartered accountants etc. A venture is only feasible when it passes all the three below mentioned tests.

• Technical feasibility: Sometimes an idea may be good and unique but technically not possible to execute because the required raw material or technology may not be easily available. Every business requires funds.
• Financial feasibility: Sometimes it may not be feasible to arrange a large amount of funds needed for the business in the limited available means. Also, financial institutions may hesitate to grant huge amounts of loan for the new businesses.
• Economic feasibility: A business opportunity may be technically and financially feasible but not economically feasible. It may not be a profitable venture or may not yield enough profits. In such a case, the promoters refrain from starting the business.

(iii) Name Approval

Once the promoters have decided to launch a company next step is to select a name for the company and get it registered with the registrar of companies of the state in which the registered office of the company is to be situated. An application with three names, in the order of their priority, is filed with the registrar to get the name approved.

(iv) Fixing up Signatories to the Memorandum of Association

The promoters decide upon the members who will be signing the Memorandum of Association of the proposed company. Usually, the signatories of the memorandum are the first Directors of the Company. However, the written consent of the persons signing the memorandum is required to act as Directors and to take up the qualification shares in the company.

(v) Appointment of Professionals

Promoters are also required to appoint certain professionals. These professionals help them in the preparation of necessary documents that are required to be filed with the Registrar of Companies such as mercantile bankers, auditors, lawyers, etc.

(vi) Preparation of Necessary Documents

The promoters are required to prepare necessary legal documents that have to be submitted to the Registrar of the Companies for getting the company registered. These documents are return of allotment, Memorandum of Association, Articles of Association, consent of Directors and statutory declaration.

Stages of Promotion

1. Discovery of an Idea:

When a person or persons get an idea that there is the possibility of starting a new business to take advantage of the untapped natural resources or a new invention, discovery of some business opportunities begins.

Such an idea may also be to start a business unit to supply the product at a lower price by breaking the monopoly of existing concern in a particular line of business or to expand an existing concern by converting partnership into private limited company or into public limited company or by combining some going concerns.

But the promoter cannot go ahead immediately after such an idea strikes him. When a person or persons called promoters, understand that there is a possibility of starting some business concern, the idea is said to have been conceived.

2. Detailed Investigation:

Before money is invested to exploit the idea conceived through a detailed investigation of commercial feasibility of idea with reference to sources of supply, extent of demand, present and potential competition, the amount of capital necessary etc. is absolutely essential. The idea must be put to “the rigid test of cold fact of costs and inflexible law of supply and demand.”

For this purpose, promoters have to acquire the services of experts like engineers, values, accountants, statisticians, marketing experts etc. who prepare a report on the position of the market, present and potential competition, amount required for the fixed assets like land, building, machinery, furniture etc.

The report would also include the survey of supply positions of raw material, labour, transport facilities and other relevant items of expenditure. Such an investigation gives the critical appraisal of the idea conceived and reveals whether the idea is commercially feasible or not.

3. Assembling:

After a detailed investigation of the proposition has been made, the promoter decides whether he wants to take the risk of promotion and decide upon a plan of capitalisation. After this he starts to assemble the proposition.

By assembling we mean projecting the fundamental idea, securing all the property needed by enterprise and making contract with all those who are selected to file the chief management positions.

4. Financing the Proposition:

The promoter decides about the capital structure of a company. First of all the requirements of finances are estimated and after that the sources from which this money will come are determined. The financial requirements of short period and long period are estimated so that capital figures may be presented in the Memorandum of Association of a company.