Transfer to nominee of a deceased member.

Sec 79
o The subscriber to the memorandum shall nominate a person who in the event of death act as a
trustee and to facilitate the transfer of shares to the legal heirs of the deceased subject to
succession to be determined under the Islamic law of inheritance and in case of a non-Muslim
members, as per their respective law.
o The person to be nominated shall not be a person other than the relatives of the member, namely, a
spouse, father, mother, brother, sister and son or daughter.
o The person nominated shall, after the death of the member, be deemed as a member of company
till the shares are transferred to the legal heirs
o If the deceased was a director of the company, other than a listed company, the nominee shall also
act as director of the company to protect the interest of the legal heirs.
o The nomination shall not bias the right of the member making the nomination to transfer, dispose
of or otherwise deal in the shares owned by him during his lifetime and, shall have effect in respect
of the shares owned by the said member on the day of his death.

Last slide of Previous lecture

Reduction of share capital Sec 89
o a company limited by shares may reduce its share capital
i. by special resolution
ii. if so authorised by its articlesreduce and
iii. Subject to confirmation by the Court
o a company limited by shares may reduce its share capital in any way, namely
(a) cancel any paid-up share capital which is lost or un-represented by available assets;
(b) pay off any paid-up share capital which is in excess of the needs of the company.

Objection by creditors and settlement of list of objecting creditors. Sec 90

i. every creditor of the company who is entitled to any debt or claim, shall be entitled to object to the
reduction.
ii. The Court shall settle a list of creditors so entitled to object, and all creditors must be entered in
that list and their consent must be taken by the company.
iii. The Court shall dispense with the requirement of consent of creditors, where the company agrees
to secure the payment of his debt or claim.
iv. The payment may be full or such amount as fixed by court
Order confirming reduction. Sec 92
o The Court may make an order confirming the reduction on such terms and conditions as it thinks
fit. If the Court is satisfied that every creditor of the company is entitled to object to the reduction
i. either his consent to the reduction has been obtained or
ii. his debt or claim has been discharged or
iii. has been determined or has been secured.
Publication of reasons for reduction Sec 96
o In the case of reduction of share capital, the Court may require the company to publish
i. The causes which led to the reduction
ii. Reasons for reductions and
iii. Such other information as the court may think expedient
Registration of order of reduction Sec 93
o The registrar on the filing with him of a certified copy of order of the Court confirming the
reduction of the share capital of the company, shall register the same.
o A resolution for reducing share capital as confirmed by an order of the Court registered shall take
effect on such registration and not before.
o The registrar shall certify under his hand the registration of the order and his certificate shall be
conclusive evidence that all the requirements of this Act with respect to reduction of share capital
have been complied with, and that the share capital of the company is such as is stated in the
order.
Increase and reduction of share capital in case of a company limited by guarantee having a share capital
Sec 97
o A company limited by guarantee may, if it has a share capital and is so authorised by its articles,
increase or reduce its share capital in the same manner and on the same conditions subject to which a
company limited by shares may increase or reduce its share capital under the provisions of this Act.
Liability of members in respect of reduced shares Sec 94
o If any creditor, entitled in respect of any debt or claim to object to the reduction of share capital, is, by
reason of his ignorance of the proceedings for reduction, or of their nature and effect with respect to
his claim not entered on the list of creditors, and, after the reduction, then
(a) every person who was a member of the company at the date of the registration of the order for
reduction shall be liable to contribute for the payment of that debt, or claim an amount not exceeding the
amount which he would have been liable to contribute if the company had commenced to be wound up
on the day before that registration; and
(b) if the company is wound up, the Court on the application of any such creditor and proof of his
ignorance as aforesaid, may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and
make and enforce calls and orders on the contributories settled on the list as if they were ordinary
contributories in a winding up.