Companies Act, 2017

PART-V

COMMISSION, DISCOUNT AND PREMIUM

From: 2023-11-01 - To: 0000-00-00 82. Power to issue shares at a discount- (1) Subject to the provisions of this section, it shall be lawful for a company to issue shares in the company at a discount: Provided that- (a) the issue of shares at a discount must be authorised by special resolution passed in the general meeting of the company; (b) the resolution must specify the number of shares to be issued, rate of discount, not exceeding the limits permissible under this section and price per share proposed to be issued; (c) in case of listed companies discount shall only be allowed if the market price is lower than the par value of the shares for a continuous period of past ninety trading days immediately preceding the datp of announcement by the board; and (d) the issue of shares at discount must be sanctioned by the Commission: Provided further that approval of the Commission shall not be required by a listed company for issuing shares at a discount if the discounted price is not less than ninety percent of the par value; (e) no such resolution for issuance of shares at discount shall be sanctioned by the Commission if the offer price per share, specified in the resolution, is less than- (i) in case of fisted companies, ninety percent of volume weighted average daily closing price of shares for ninety days prior to the announcement of discount issue; or (ii) in case of other than fisted companies, the breakup value per share based on assets (revalued not later than 3 years) or per share value based on discounted cash flow: Provided that the calculation arrived at, for the purpose of sub-clause (i) or (ii) of clause (e) above, shall be certified by the…