This document presents information on share capital from Sections 30-58 and 71-74 of the Companies Act. It discusses reduction of share capital, variation of shareholder rights, reserve capital, restrictions on a company purchasing its own shares, application to court for share capital reduction, objections from creditors, and penalties for non-compliance. It also summarizes the rights of holders of special classes of shares and how an unlimited company can provide for reserve share capital.

1. Presentation on………..
Share Capital
Presented By:
Creative & Curious

2. 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

3. Roadmap………
 Reduction Of Share Capital
 Variation of Shareholders Right
 Reserve Capital

4. Distribution of
Share Capital…………..
Section 30-58

5. SEC
58 RESTRICTION ON PURCHASE BY COMPANY OR LOANS BY
COMPANY FOR PURCHASE OF IT OWN SHARES

6. H
S
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

7. 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.

8. The company and every
officer of the company shall
be liable to a fine
5000
Nothing In This Section Shall Affect The Right Of A
Company To Redeem Any Shares Issued Under Section 154

9. SEC
59
Reduction
of
Share Capital

10. 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 presentedby 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 memorandumby reducing the amount of its share
capital and of its shares accordingly.
Reduction of Share Capital

11. SEC
60 APPLICATION TO COURT FOR CONFIRMING ORDER

12. Pass A
Resolution
Apply To
The Court
Through
Petition

13. SEC
61 APPLICATION TO COURT FOR CONFIRMING ORDER

14. 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

15. 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 .
62
Objections By Creditors And Settlement Of List Of Objecting Creditors

16. 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

17. SEC 63
Power to Dispense with Consent of Creditor on Security
Being Given for His Debt.

18. 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 .

19. The companyhas to secure the payment of the creditors debt or claimaccording to the court’s
directionby thefollowing amount-
Admitting/not
admitting full
amount of debt or
claim but willing
to provide for it
Full amount of the
debt
(i)

20. (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

21. SEC 64
Order Confirming Reduction

22. 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.

23. 65
Registration
of
Order And Minutes of Reduction
SEC

24. 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

25. 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.

26. Certify
Registration of
the order and
minutes
A
conclusive
evidence
4.

27. 66
SEC

28. Approved
copy of
minutes
Registration
Memorandum
Substituted
for the
corresponding
part

29. 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.

30. Default of
complying the
requirements
Liable to a
fine of 100
taka or less
100 Taka For
each
copy(Default)
Every officer knowingly and
willfully permits the default

31. Related
Case
Needle Industries ltd. vs
Needle industries
Newly(India) ltd. (1981)

32. 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

33. Liability Of An Ignorant Creditor
 After the reductionof shares, if any unaware creditor is unable to be paidof then every personwho
was a member of the company at the date of the registration of the order for reductionand minute,
will contributefor thepayment of that debt or claim.
 If the companyis woundup, thensuchcreditor will contribute as an ordinarycontributor

34. SEC
68
Penalty
On
Concealment of name of creditor

35. 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.

36. 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……..

37. SEC
70

38. 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.

39. 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

40. 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.

41. 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

42. Penalty……
The Company
&
Every officer of the
company who is knowingly
and willfully in default
Tk200

43. SEC
73
Power
Of
Unlimited Company To Provide
For
Reserve Share Capital On Registration

44. 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

45. 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.

47. Thank You
for
Your Patience