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<h1>Debt restructuring conversions allowing shares issued at a discount to creditors under RBI-guided plans, despite Section 54 bar; penalties apply.</h1> A company is prohibited from issuing shares at a discount except as permitted under section 54, and any shares issued at a discount are void, rendering the allotment legally ineffective. Notwithstanding this prohibition, a company may issue shares at a discount to its creditors upon conversion of debt into shares under a statutory resolution plan or debt restructuring scheme conducted in accordance with RBI-specified guidelines, directions or regulations, enabling discounted equity issuance as part of such restructuring. Non-compliance attracts a penalty on the company and every officer in default up to the amount raised through the discounted issue or five lakh rupees, whichever is less, and the company must refund all monies received with interest at 12% per annum from the date of issue to the allottees.