As a general rule, a company cannot ordinarily issue shares at ..................?
As a general rule, a company cannot ordinarily issue shares at ..................?
Solution
According to Section 53 of the Companies Act, 2013, a company is prohibited from issuing shares at a discount (i.e., below their face value) as a general rule.
Understanding the three ways of issuing shares:
At Par → Issue Price = Face Value (Allowed)
Example: ₹10 face value share issued at ₹10
At Premium → Issue Price > Face Value (Allowed)
Example: ₹10 face value share issued at ₹15
The excess ₹5 is credited to Securities Premium Account
At Discount → Issue Price < Face Value (Not Allowed Ordinarily)
Example: ₹10 face value share issued at ₹8
This represents a loss to the company and is prohibited
Why is discount prohibited?
Issuing shares at discount means selling shares below their nominal value, which reduces the capital base of the company. This can harm creditors who rely on the stated capital as a cushion for their claims. It also creates inequality among shareholders.
Exceptions where discount may be allowed:
- Sweat equity shares to employees (with specific conditions)
- Under orders of the National Company Law Tribunal (NCLT) in special cases
Therefore, Option 3 (Discount) is the correct answer as it represents what a company cannot ordinarily do.
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