Presentation on..Share CapitalPresented By:
Creative & Curious
19151-Farjana Nur Saima
19171- Samsul Huda Raju
19177-Mashiat Nawaal Mahmood
19190- Nafisa Karim
19251-James Shawon Karmokar
Reduction Of Share Capital Variation of Shareholders Right Reserve Capital
Distribution of Share Capital..
SEC58RESTRICTION ON PURCHASE BY COMPANY OR LOANS BY COMPANY FOR PURCHASE OF IT OWN SHARES
SSNo Company Limited by share shall have to by its own shares or shares of a public company of which it is a subsidiary company
No company limited by shares other than private company or a subsidiary company of a public company, shall give wheater directly or indirectly , and wheteher by means of-
a loan gurantee the provision of security otherwise any financial assistance
for the purpose of or in connection with a purchase made or to be made by any person of any shares in the company.
The company and every officer of the company shall be liable to a fine
5000Nothing In This Section Shall Affect The Right Of A Company To Redeem Any Shares Issued Under Section 154
Reduction of Share Capital
Reduce the liability on any of its shares in respect of share capital not paid up.
By cancelling any paid up capital which is lost or not presented by available assets.
By paying off any paid up capital which is in excess of the wants of the company.
So far as is necessary alter its memorandum by reducing the amount of its share capital and of its shares accordingly.Reduction of Share Capital
SEC60APPLICATION TO COURT FOR CONFIRMING ORDER
SEC61APPLICATION TO COURT FOR CONFIRMING ORDER
Shall add and reduce as the last word .Have to get order by court Until such date as the court may fixCourt may dispense the company from using the word and reduce
A company who wants to reduce its share capital
Creditors who have any debt or claim are permitted to object against proposed reduction of share capital.
It may be done without permission of court
payment which are given when company were being wound up by the court, would be admissible in proof .62
Objections By Creditors And Settlement Of List Of Objecting Creditors
The court shall settle a list of creditors who have objection
Without requiring application the court shall ascertain the matters
The court shall finalize the list
In Case Of Those Creditors Who Object
SEC 63Power to Dispense with Consent of Creditor on SecurityBeing Given for His Debt.
The court may if it thinks fit dispense with the consent of the creditor entered on the list of creditors whose debt or claim is not discharged or determined and does not consent to the reduction.
The company has to secure the payment of the creditors debt or claim according to the courts direction .
The company has to secure the payment of the creditors debt or claim according to the courts direction by the following amount-Admitting/not admitting full amount of debt or claim but willing to provide for itFull amount of the debt(i)
(ii) Or the amount is contingent or not ascertained Not admitting/Not willing to provide for the full amount of debt or claim
An Amount Fixed By The Court
SEC 64Order Confirming Reduction
The court may make an order confirming the reduction on such terms and conditions as it thinks fit if it satisfied with respect to the related issues.
65Registration of Order And Minutes of Reduction
The registrar shall register the following documents, namely- a) the certified copy of the order of the court confirming the reduction of share capital of the company.
b) a copy of the minutes approved by the court , showing the following-
Amount of reduced share capital;Numbers of shares into which it is to be divided;Nominal value of each share; Any amount deemed to be paid up at the date of registration
2. The resolution for reducing share capital as confirmed by the order shall take effect on the registration under sub section(1), not before.
3. Notice of the registration shall be published according to the court direction.
Certify Registration of the order and minutesA conclusive evidence4.
66Minutes To Form Part Of MemorandumSEC
SEC-66: Minutes to form part of Memorandum Approved copy of minutesRegistrationMemorandumSubstituted for the corresponding part
SEC-66: Minutes to form part of Memorandum The registered minutes shall be valid and alterable as if it had been originally contained therein. And it shall be embodied in every copy of the memorandum issued after its registration.
SEC-66: Minutes to form part of Memorandum Default of complying the requirementsLiable to a fine of 100 taka or less100 Taka For each copy(Default) Every officer knowingly and willfully permits the default
SEC-66: Minutes to form part of Memorandum Related CaseNeedle Industries ltd. vs Needle industries Newly(India) ltd. (1981)
Any member of the company will not be liable to pay any extra amount for any share than the amount which is fixed by the minutes.67
Liability Of Members In Respect Of Reduced Shares
Liability Of An Ignorant CreditorAfter the reduction of shares, if any unaware creditor is unable to be paid of then every person who was a member of the company at the date of the registration of the order for reduction and minute, will contribute for the payment of that debt or claim.
If the company is wound up, then such creditor will contribute as an ordinary contributor
Penalty On Concealment of name of creditor
A maximum imprisonment of two years, or with fine, or with bothIf any officer of the company willfully conceals the name of any creditor entitled to object to the reduction or willfully misrepresents the nature or amount of the debt or claim of any creditor, or
If any officer of the company abets, any such concealment or misrepresentation as aforesaid.
This section deals with-*What are the reasons for reducing share capital.*Publishing those reasons properly to the public.
In case of share capital reduction the court directs the company to publish allrelated information for reduction of share capital to the public and reason behind the reduction.69
Publication Of Reasons For Reduction..
SEC70Increase And Reduction Of Share Capital Of A Company Limitted By Guarantee
A company limited by guarantee and registered after the commencement of this act may, if it has a share capital and is so authorized by its articles , increase or decrease its share capital in the same manner and subject to same conditions in and subject to which a Company limited by shares may increases or reduce its share capital under the provisions of this act.
Provision is made by the memorandum or articles authorizing the variation of the rights attached to any classes of shares with the consent of the shareholders71
Right of holders of special classes of shares
The holder of the less in the aggregate than ten percent of issued share of that class, being persons who didnt consent to or vote in favor of the resulation can apply to the court.
Application should be made within 14 days after the resolution passedCourts hearingIf satisfiedIf not satisfiedDisallow the variationConfirm the variationCourts decision shall be finalForward a copy to the register within 15 days
PenaltyThe Company&Every officer of the company who is knowingly and willfully in default
SEC73Power Of Unlimited Company To Provide For Reserve Share Capital On Registration
increase nominal amount and this increased amount shall not be capable of being called up except in the event or for the purpose of the company being wound up.
provide that a specified portion of its uncalled share capital shall not be capable of being called up except in the event or for the purpose of the company being wound up
Reserve Capital Of Limited Company
Any portion of uncalled share capital shall not be capable of being called up except in the event or for the purpose of the company being wound up. And such portion shall be called reserve share capital.
Thank You for Your Patience