Section 35Part 3 — Distribution of Capital and Liability of Members
Power to issue shares at a discount
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Subject as provided in this section, it shall be lawful for a company to issue, at a discount, shares in the company of a class already issued: Provided that —
the issue of the shares at a discount ha s been authorised by resolution of the company, and ha s been sanctioned by the Court;
the resolution spe cify the maximum rate of discount at which the shares are to be issued;
not less than one year, at the date of the issue, has elapsed since the date on which the company was entitled to commence business; and
the shares to be issued at a discount are issued within one month after the date on which the issue is sanctioned by the Court or within such extended time as the Court may allow.
Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the Cou rt for an order sanctioning the issue, and on any such application the Court, if, having regard to all the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such terms and conditions as it thinks fit.
Ever y prospectus relating to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as had not been written off at the date of the issue of the prospectus and if default is made in com plying with this subsection, the company and every officer of the company who is in default is liable to a default fine.
This section does not apply to shares issued, or proposed to be issued, without nominal or par value.