Securities Premium is a capital receipt and is restricted for specific uses like bonus shares or writing off expenses. It cannot be treated as free reserves for distributing cash dividends.

The liability of the shareholder is limited to the called-up amount. When forfeiting, we reverse the capital created so far, which is the Called-up Value (not necessarily the full Face Value if final call hasn't been made).

Section 68 of the Companies Act prohibits buyback using proceeds of an earlier issue of the *same kind* of shares. It allows using Free Reserves or Securities Premium.

As per Table F of the Companies Act, 2013, the maximum interest rate chargeable on Calls in Arrears is 10% p.a. (For Calls in Advance, it is 12% p.a.).

Section 53 prohibits the issue of shares at a discount, with the sole exception of "Sweat Equity Shares" issued to employees/directors for know-how or IP rights (Section 54).

Pro-rata allotment involves allotting shares in a ratio (e.g., 2 shares for every 3 applied) when there is oversubscription, ensuring every applicant gets something.

The loss on reissue (discount) cannot exceed the amount already collected (gain on forfeiture) for those specific shares. This ensures capital is kept intact.

In Cumulative Preference Shares, unpaid dividends accumulate and must be paid before any dividend is paid to equity shareholders.

Authorized (Registered) Capital is the ceiling limit mentioned in the MOA. The company cannot issue shares beyond this without amending the MOA.

Bonus shares must be issued out of free reserves, securities premium, or capital redemption reserve. Revaluation Reserve is created by revaluing assets (unrealized gain) and cannot be used for issuing bonus shares as per the Companies Act.

The Minimum Subscription clause ensures that the company raises enough funds to carry out its project. If 90% of the issue is not subscribed, the entire amount collected must be refunded.

As per recent MCA amendments, Banking Companies, All India Financial Institutions (AIFIs), and NBFCs registered with RBI are EXEMPT from creating DRR for privately placed debentures. For other listed companies, it is also nil. DRR is mainly for unlisted non-NBFC companies (10%).

As per the Companies Act, 2013, the maximum underwriting commission on shares is 5% of the issue price (or the rate authorized by Articles, whichever is less). For Debentures, it is 2.5%.

Shares issued as Sweat Equity are non-transferable for a period of 3 years from the date of allotment.

Vesting is the process of earning the right to the shares. The employee must serve the company during this period to get the right to buy shares.

Schedule III provides the general instructions and format (Part I for BS, Part II for P&L) for preparation of financial statements of companies.

Interest on debentures is a debt obligation. It is a "Charge against profit", meaning it must be paid regardless of whether the company makes a profit or loss.

Under Section 54, the limit is 15% of the existing paid-up equity share capital in a year or shares of the issue value of ?5 crores, whichever is higher.

Section 62 of the Companies Act requires new shares to be offered first to existing shareholders to protect them from dilution of ownership.

Dividends represent a distribution of earnings. They cannot be paid out of capital reserves (like Securities Premium or CRR) or unrealized gains (Revaluation Reserve).

Securities Premium can be used for: Bonus shares, Writing off preliminary expenses, Writing off issue expenses/commission, Providing for premium on redemption, and Buyback of shares.

It is a capital reserve and is grouped under "Reserves and Surplus" in the Equity and Liabilities part.

Section 55 of the Companies Act states that redemption must happen either out of distributable profits (creating CRR) or out of the proceeds of a fresh issue of shares made for the purpose of redemption.

Section 52 of Companies Act, 2013 specifically lists "writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures" as a permitted use of Securities Premium.

Section 68 restricts buyback to 25% of the aggregate of paid-up capital and free reserves.

Any issue of shares at a discount (except sweat equity) is void, and the company/officers are liable for penalties.

As per Table F of Companies Act 2013, interest on Calls in Advance is max 12% p.a., while interest on Calls in Arrears is max 10% p.a.