MNP Tech Ltd., a fast-growing start-up in Bangalore, recently issued equity shares at a premium of 200 per share, raising a Securities Premium…

CA Intermediate · Corporate and Other Laws · PYQS · January 2026
MNP Tech Ltd., a fast-growing start-up in Bangalore, recently issued equity shares at a premium of 200 per share, raising a Securities Premium balance of 10 crore. The CFO proposes the following uses of the Securities Premium Account to manage the company's financial commitments and investor expectations: (1) To write off advertisement expenses of 50 lakhs incurred during the product launch. (2) To issue fully paid bonus shares worth 2 crore to the existing shareholders, as a gesture of goodwill. (3) To provide - 1.5 crore for the premium payable on redemption of preference shares. (4) To distribute 1 crore as interim dividend since the company has not yet earned adequate profits. As a legal advisor to the company, examine the validity of each proposed use with reference to the Companies Act, 2013.

Suggested Answer and Working Notes:

(a) As per Section 52 (2) of the Companies Act, 2013, the securities premium account may be applied by the company: (a) towards the issue of unissued shares of the company to the members of the company as fully paid bonus shares. (b) in writing off the preliminary expenses of the company. (c) in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company. (d) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the company; or (e) for the purchase of its own shares or other securities under section 68 (Buy-back). In view of the provisions of the Act and facts of the question: (1) Securities Premium Account cannot be utilized to write off advertisement expenses as they are not in the nature of preliminary expenses of the company. (2) Securities Premium Account can be utilized to issue fully paid bonus shares worth 2crore to the existing shareholders. (3) Securities Premium Account can be utilized to provide - 1.5 crore for the premium payable on redemption of preference shares. (4) Securities Premium Account cannot be utilized to distribute 1crore as interim dividend (in case of inadequate profits).

Topics: Share Capital and Debentures

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