PQ & Co. want to diversify its business and for that purpose they want to raise money by issuing shares to the general public. The face value of…

CA Intermediate · Auditing and Ethics · PYQS · May 2024
PQ & Co. want to diversify its business and for that purpose they want to raise money by issuing shares to the general public. The face value of the shares is 100but the directors of the company propose to issue the shares at a discounted rate of 95/- so as to receive more response. The statutory auditor, however, objects to the same as it is not allowed as per the Companies Act, 2013. State the provisions of Section 53 of the Companies Act, 2013 with reference to shares issued at a discount and the consequences where the company fails to comply with the provisions of this section.

Suggested Answer and Working Notes:

Shares issued at a discount: According to Section 53 of the Companies Act, 2013, (1) a company shall not issue shares at a discount, except in the case of an issue of sweat equity shares given under Section 54 of the Companies Act, 2013. (2) any share issued by a company at a discounted price shall be void. Notwithstanding anything contained in above sub-sections (1) and (2) , a company may issue shares at a discount to its creditors when its debt is converted into shares in pursuance of any statutory resolution plan or debt restructuring scheme in accordance with any guidelines or directions or regulations specified by the Reserve Bank of India under the Reserve Bank of India Act, 1934 or the Banking (Regulation) Act, 1949. (3) Where any company fails to comply with the provisions of this section, such company and every officer who is in default shall be liable to a penalty which may extend to an amount equal to the amount raised through the issue of shares at a discount or five lakh rupees, whichever is less, and the company shall also be liable to refund all monies received with interest at the rate of twelve per cent. per annum from the date of issue of such shares to the persons to whom such shares have been issued.

Topics: Audit of Items of Financial Statements

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