Section 100, The Companies Act, 2009

(1) Subject to this section, it shall be lawful for a companyto issue at a discount shares in the company of a class of shares already issued if– (a) the issue of the shares at a discount is authorised by resolution passed in general meeting of the company, and thereafter is sanctioned by the court; companies to issue shares. Issue of classes of Issue of shares at a premium. Issue of shares at discount. 70 71 (b) the resolution specifies the maximum rate of discount at which the shares are to be issued; (c) the shares to be issued at a discount are issued within the month after the date on which the issue is sanctioned by the court or within such extended time as the court may allow; and (d) not less than one year must at the date of the issue have elapsed since the date on which the company was entitled to commence (2) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the court for an order sanctioning the issue, and on such application the court may, having regard to all the circumstances of the case, if it thinks proper to do so, make an order sanctioning the issue on such terms and conditions as it thinks fit. (3) Every prospectus relating to the issue of the shares and every balance sheet issued by the company subsequent to the issue of shares, shall contain particulars of the discount allowed on the issue of the shares or of so much of that discount as has not been written off at the date of the issue of the prospectus. (4) If default is made in complying with subsection (3), the company and every officer of the company who is in default shall be guilty of an offence and be liable to a fine of Le500,000 for each day during which the default continues.