You are viewing the translated version of शेयर पुँजी हेरफेर गर्ने कम्पनीको अधिकार.

Section 56
Rights of the company to alter the share capital
: (1) Subject to the provision made in the regulations, a company may alter its share capital as follows by passing a special resolution in the general meeting:-
(a) by increasing the authorized share capital of the company by creating new shares of such amount as the company deems fit,
(b) by consolidating or subdividing all or part of the share capital of the company into shares of a value greater or less than their nominal value,
(c) By canceling the shares that have not been taken or agreed to be taken by anyone until the day when the resolution was passed or the shares that have been confiscated in accordance with sub-section (3) of section 53, by reducing the amount of the company's share capital equal to the value of the canceled shares.
(2) If the special proposal to change the capital is passed according to sub-section (1), to the same extent, the relevant company's articles of association and regulations ………. shall be deemed to have been amended.
(3) According to sub-section (1), the record of the proposal passed and the prescribed documents for the amendment of the articles of association and regulations shall be submitted to the office, and within seven days of such submission, the office shall record the change in the capital of the company and the amendment of the articles of association and regulations and inform the company accordingly.
(4) In case of cancellation of shares in accordance with clause (c) of sub-section (1), it shall not be considered that the action was done for the purpose of reducing the share capital of the company.
(5) If the company needs to increase its issued capital to the extent of its authorized capital, it may increase such capital by passing a general resolution in the general meeting.
(6) If a public company has to issue its shares to the public by increasing its share capital in accordance with sub-section (5), it must complete the procedure prescribed in this Act and the prevailing law related to securities. However, such a company does not have to complete such process when issuing right shares (right shares) and bonus shares so that only existing shareholders and employees can purchase them or when issuing shares in accordance with sub-section (9).
(7) The notice of issuance of rights shares by a public company in such a way that only the existing shareholders can purchase them, fifteen days prior to the issuance of such shares, shall be published in the National Register of Citizens.It should be published at least three times in a row in the daily newspaper.
(8) The first right to purchase the shares issued in accordance with sub-section (7) shall be given to such shareholders on the basis of the proportion of shares held by the existing shareholders.
(9) Notwithstanding anything written in sub-section (8), the immediate remaining shareholders of the company shall not have the first right to the following shares issued by the company:-
(a) Shares issued by the company for any consideration other than cash (b) shares issued to any person under any right or facility conferred by the terms of the contract with the company,
(c) Shares issued under the Employee Share Scheme,
(d) Shares issued pursuant to an agreement entered into between a company and its creditors,
(e) shares retained by a company on conversion of preference shares into ordinary shares or debentures into shares,
(f) During the restructuring of the company's management, capital or debt, or during the implementation of the restructuring program approved by the related parties in accordance with the prevailing laws related to Damasahi, or during the implementation of the program of merger of one public company into another public company, shares issued according to the agreement concluded between the related parties.
(10) Apart from the profits made by the company or the funds created from the profits, the company's assets shall not be revalued to increase the share capital or issue bonus shares.
(11) At the time of issuance of shares in accordance with this clause, at least thirty-five days shall be given to the existing shareholders to purchase shares. If such shareholders do not purchase shares within that period or if the right to purchase shares is not sold or transferred to others, such shares may be sold in any other way as decided by the board of directors of the company.