A Public Limited Company intends to further its capital structure. According to the provisions of the Companies Act, 2013, which of the following statements correctly identifies the legal restriction regarding the 'Subscribed Capital' and 'Paid-up Capital' during a rights issue or private placement?"

Detailed Explanation: 1.    Voting Rights Principle: Under Section 47 of the Companies Act, 2013 , every member of a company limited by shares holding equity shares has a right to vote on every resolution. However, their voting right on a poll is in proportion to their share in the Paid-up equity share capital of the company. 2.    Why B is the Answer: In legal practice, there is often a gap between what is "Subscribed" and what is "Paid-up" (due to calls-in-arrears). The law links the power of the vote to the actual money brought into the company (Paid-up), not just the promise to pay (Subscribed). 3.    Why A is incorrect: Section 53 strictly prohibits the issue of shares at a discount (except for Sweat Equity shares), and NCLT cannot authorize a general discount issue. 4.    Why C is incorrect: The Subscribed Capital can never exceed the Authorized Capital. The Authorized Capital is the maximum ceiling mentioned in the Capital Clause of the Memorandum of Association (MoA). To increase it, the MoA must be amended under Section 61. Summary Table: The Capital Ladder