Companies Act, 2017 — section 85

85. Power of company to alter its share capital..—(1) A company having share capital may, if so authorised by its articles, alter the conditions of its memorandum through a special resolution, so as to 1 Ins. by Act No.XXXVII of 2021, s.11.

(a)increase its authorised capital by such amount as it thinks expedient;

(b)consolidate and divide the whole or any part of its share capital into shares of larger amount than its existing shares;

(c)sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum;

(d)cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the share so cancelled: Provided that, in the event of consolidation or sub-division of shares, the rights attaching to the new shares shall be strictly proportional to the rights attached to the previous shares so consolidated or sub-divided: Provided further that, where any shares issued are of a class which is the same as that of shares previously issued, the rights attaching to the new shares shall be the same as those attached to the shares previously held.

(2)The new shares issued by a company shall rank pari passu with the existing shares of the class to which the new shares belong in all matters, including the right to such bonus or right issue and dividend as may be declared by the company subsequent to the date of issue of such new shares.

(3)A cancellation of shares in pursuance of sub-section (1) shall not be deemed to be a reduction of share capital within the meaning of this Act.

(4)The company shall file with the registrar notice of the exercise of any power referred to in sub-section (1) within fifteen days from the exercise thereof.

(5)Any violation of this section shall be an offence liable to a penalty of level 1 on the standard scale. 86. Prohibition of purchase by company or giving of loans by it for purchase of its shares. 1 [ * * * * * * *]

(2)No public company or a private company being subsidiary of a public company shall give financial assistance whether directly or indirectly for the purpose of, or in connection with, a purchase or subscription made or to be made, by any person of any shares in the company or in its holding company.

(3)Nothing in sub-section (2) shall apply to 1 Omitted by Act No. XXXVII of 2021, s.12.

(a)the lending of money by a banking company in the ordinary course of its business;

(b)the provision by a company of money in accordance with any scheme approved by company through special resolution and in accordance with such requirements as may be specified, for the purchase of, or subscription for shares in the company or its holding company, if the purchase of, or the subscription for, the shares held by a trust for the benefit of the employees or such shares held by the employee of the company;

(c)the provision or securing an advance to any of its employees, including a chief executive who, before his appointment as such, was not a director of the company, but excluding all directors of the company, for purchase of shares of the company or of its subsidiary or holding company.

(4)Any violation of this section shall be an offence liable to a penalty of level 1 on the standard scale.