Presentation on………..
Share Capital
Presented By:
Creative & Curious
Group Members……
19151-Farjana Nur Saima
19154-Saif Ahmed
19163-Md.Golam Kibreya
19171- Samsul Huda Raju
19177-Mashiat Nawaal Mahmood
19185-Md.Mamun
19187-Farjana Nurrunnahar
19190- Nafisa Karim
19205-Fairose Yasmin
19251-James Shawon Karmokar
Roadmap……… Reduction Of Share
Capital
Variation of Shareholders Right
Reserve Capital
Distribution of Share
Capital…………..
Section 30-58
SEC
58 RESTRICTION ON PURCHASE BY COMPANY OR LOANS BY COMPANY FOR PURCHASE OF IT OWN
SHARES
HS
S
S S
No 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-
i) a loan ii) gurantee iii)the provision of security iv)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 fine5000
Nothing In This Section Shall Affect The Right Of A Company To Redeem Any Shares Issued Under
Section 154
SEC
59Reduction
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
SEC
60 APPLICATION TO COURT FOR CONFIRMING ORDER
Pass A Resolution
Apply To The Court
Through Petition
SEC
61 APPLICATION 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 fix
Court may dispense the company from using the word ” and reduce ”
A company who wants to reduce
its share capital
SEC
• 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 .
62Objections By Creditors And Settlement Of
List Of Objecting Creditors
o The court shall settle a list of creditors who have
objection
o Without requiring application the court shall ascertain the matters
o 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 court’s direction .
The company has to secure the payment of the creditors debt or claim according to the court’s
direction by the following amount-
Admitting/not admitting full
amount of debt or claim but
willing to provide for it
Full 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 64
Order Confirming
Reduction
Obtaining the
Consent of all the creditors
to the reduction
Discharging
creditors debt or claim
Determining or
securing creditors debt and
claim
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
SEC
1. 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-
i. Amount of reduced share capital;ii. Numbers of shares into which it is to be divided;iii. Nominal value of each share;iv. 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 minutes
A conclusiv
e evidence
4.
66Minutes To Form Part Of
Memorandum
SEC
SEC-66: MINUTES TO FORM PART OF MEMORANDUM
Approved copy of minutes
Registration
Memorandum
Substituted 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 requirement
s
Liable to a fine of 100
taka or less
100 Taka For each
copy(Default)
Every officer knowingly and willfully permits the default
SEC-66: MINUTES TO FORM PART OF MEMORANDUM
Related Case
Needle Industries ltd. vs Needle
industries Newly(India) ltd.
(1981)
SEC
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.
67Liability Of Members In Respect Of
Reduced Shares
Liability Of An Ignorant Creditor
After 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
SEC
68Penalty
On Concealment of name
of creditor
A maximum imprisonment of two years, or with fine, or with both
If 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.
SEC
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 all
related information for reduction of share capital to the public and reason behind the reduction.
69Publication Of Reasons For
Reduction……..
SEC
70Increase 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.
SEC
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
shareholders
71Right of holders of special
classes of shares
Variation cancel
The holder of the less in the aggregate than ten percent of issued share of that class, being persons who didn’t consent to
or vote in favor of the resulation can apply to the court.
Application should be made within 14 days after the resolution
passed
Court’s hearing
If satisfied If not satisfied
Disallow the
variation
Confirm the
variation
Court’s decision shall be final
Forward a copy to the register within 15 days
Penalty……The Company
&Every officer of the
company who is knowingly and willfully
in default
Tk200
SEC
73Power
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
SEC
74
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
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