Showing posts with label COMPANY LAW. Show all posts
Showing posts with label COMPANY LAW. Show all posts

Wednesday, September 23, 2015

BORROWING POWER OF COMPANY DEBENTURE AND CHARGE

BORROWING POWER OF COMPANY
DEBENTURE AND CHARGE
Debenture : Meaning
ü  As per section 2(12) of Companies Act 1956, “Debenture includes debenture stock, bond and any other securities of the company whether constituting a charge on the company’s assets or not”.
ü  A Debenture is a unit of loan amount. When a company intends to raise the loan amount from the public it issues debentures. A person holding debenture or debentures is called a debenture holder. A debenture is a document issued under the seal of the company. It is an acknowledgment of the loan received by the company equal to the nominal value of the debenture. It bears the date of redemption and rate and mode of payment of interest. A debenture holder is the creditor of the company.
Features
ü  Moveable property
ü  Issued in the form of certificate of indebtedness
ü  Creates a charge on the undertakings of the Company
ü  The terms ‘pari passu’ used in the terms and condition sof debentures  means all debentures of a particular class will receive money proportionately in case of Company’s inability to discharge the whole obligation.
Debenture stock- A Company may create one loan fund known as ‘debenture stock’ divisible among a class of lenders each given a debenture stock certificate. It is analogous to loan stocks of govts, local and public authorities.
              Imp=  while debenture may or may not be fully paid, debenture stock must be fully paid.

Debenture- Kinds
ü  Registered Debentures: These are those debentures which are registered in the register of the company. the names, addresses and particulars of holdings of debenture holders are entered in a register kept by the company. Such debentures are treated as non-negotiable instruments and interest on such debentures are payable only to registered holders of debentures. Registered debentures are also called as Debentures payable to registered holders.
ü  Bearer Debentures: These are those debentures which are not registered in the register of the company. Bearer debentures are like a bearer check. They are payable to the bearer and are deemed to be negotiable instruments. They are transferable by mere delivery. No formality of executing a transfer deed is necessary. When bearer documents are transferred, stamp duty need not be paid. A person transferring a bearer debenture need not give any notice to the company to this effect. The transferee who acquires such a debenture in due course bonafide and for available consideration gets good title not withstanding any defect in the title of the transfer-or. Interest coupons are attached to each debenture and are payable to bearer.
ü  Secured Debentures: These are those debentures which are secured against the assets of the company which means if the company is closing down its business, the assets will be sold and the debenture holders will be paid their money. The charge or the mortgage may be fixed or floating and they may be fixed mortgage debentures or floating mortgage depending upon the nature of charge under the category of secured debentures. In case of fixed charge, the charge is created on a particular asset such as plant, machinery etc. These assets can be utilized for payment in case of default. In case of floating charge, the charge is created on the general assets of the company.
ü  The assets which are available with the company at present as well as the assets in future are charged for the purpose. A mortgage deed is executed by the company. The deed includes the term of repayment, rate of interest, nature and value of security, dates of payment of interest, right of debenture holders in case of default in payment by the company. The deed may give a right to the debenture holder to nominate a director as one of the Board of Directors. If the company fails to pay the principal amount and the interest thereon, they have the right to recover the same from the assets mortgaged.
ü  Unsecured Debentures: These are those debentures which are not secured against the assets of the company which means when the company is closing down its business, the assets will not be sold to pay off the debenture holders. These debentures do not create any charge on the assets of the company. There is no security for repayment of principal amount and payment of interest. The only security available to such debenture holders is the general solvency of the company. Therefore the position of these debenture holders at the times of winding up of the company will be like that of unsecured debentures. That is they are considered with the ordinary creditors of the company.
ü  Convertible Debentures: These are those debentures which can be converted into equity shares. These debentures have an option to convert them into equity or preference shares at the stated rate of exchange after a certain period. If the holders exercises the right of conversion, they cease to be the lender to the company and become the members. Thus convertible debentures may be referred as debentures which are convertible into shares at the option of the holders after a specified period. The rate of exchange of debentures into shares is also decided at the time of issue of debentures. Interest is paid on such debentures till its conversion. Prior approval of the shareholders is necessary for the issue of convertible debentures. It also requires sanction of the Central Government. 
ü  Non-Convertible Debentures: These are those debentures which cannot be converted either into equity shares or preference shares. They may be secured or unsecured. Non-convertible debentures are normally redeemed on maturity period which may be 10 or 20 years.
ü  Redeemable Debentures: These debentures are issued by the company for a specific period only. On the expiry of period, debenture capital is redeemed or paid back. Generally the company creates a special reserve account known as "Debenture Redemption Reserve Fund" for the redemption of such debentures. The company makes the payment of interest regularly. Under section 121 of the Indian Companies Act, 1956, redeemed debentures can be re-issued.
ü  Irredeemable Debentures: These debentures are issued for an indefinite period which are also known as perpetual debentures. The debenture capital is repaid either at the option of the company by giving prior notice to that effect or at the winding up of the company. The interest is regularly paid on these debentures. The principal amount is repayable only at the time of winding up of the company. however, the company may decide to repay the principal amount during its lifetime.
CHARGE
S. 124  For the purposes of registration, ‘charge includes mortgage’
·         Fixed Charge: A fixed charge is created on certain specified assets generally immovable such as land and building, plant and machinery, long term investments and the like. So it is equivalent to mortgage. When the charge is fixed, the company can only deal with the property subject to the charge, that is, a fixed charge allows the company to retain possession of the assets but prevents the company from selling, leasing etc., of the assets without the consent of the charge holders. The property identified remains so identified during the period for which the charge is created.
·         Floating Charge : Such a charge is available only to companies as borrower. A Floating charge does attach to any definite property but covers the property of a circulating and fluctuating nature such as stock-in-trade, debtors, etc. It attaches to the property charged in the varying conditions in which happens to be from time to time. A floating charge on crystallization becomes a fixed charge.
Charges requiring registration : S.125

A company must file within 30 days of creation of a charge with the Registrar complete details of the charge together with the instrument of charge or its verified copy in respect of certain charges. Otherwise the charge will be void. This does not mean that the creditors cannot recover their dues. It merely means that the benefit of the charged security will not be available to them. The following charges are compulsorily registrable :-
         i.            A charge for the purpose of securing any issue of any debentures
       ii.            A floating charge
      iii.            A charge on uncalled share capital
     iv.            Charge on calls made but not paid
       v.            A charge on any immovable property
     vi.            A charge on ship
    vii.            A charge on book debts of the company
  viii.            A charge on goodwill or on patent or on license under the patent or on trademark or copyright or on the license under the copyright
     ix.            A charge other than a pledge on any movable property of the company.
Effects of Registration :

Once a charge is registered, it acts as a notice to the public at large that the charge holder has an interest in the charged property. No person can take a defense against the charge holder that he was not aware that a charge was created against the property. That person will be entitled to the property subject to the interest of the charge holder. Once certificate of charge is issued by the Registrar, it is conclusive evidence that the document creating the charge is properly registered.
Consequences of Non-Registration :
1.       A charge which is compulsorily registerable but which is not registered is void. This does not mean that the creditors cannot recover their dues. It merely means that the benefit of the charged security will not be available to them.
2.       Although the security becomes void by non-registration, it does not affect the contract or obligation of the company to repay the money thereby secured.
3.       Omission to registrar particulars of charge is required punishable with fine. A company or every officer of company is in default shall be liable to fine upto Rs 500 for each day of continuing default. A further fine of Rs. 1000 may be impose on the company and every officer for other defaults relating to registration of charges.
Modification of Charge : Wherever the terms and conditions or the extent of the operation of any registered charge is modified , the company is required to file the particulars of modification within 30days thereof with the Registrar of Companies.
Particulars to be filed with registrar
         i.            Date and description of investment creating charge;
       ii.            Amount secured by charge;
      iii.            Particulars of property charged
     iv.            Terms and conditions and extent of operation of charge
       v.            Name, address and description of investment modifying the charges.
     vi.            Particulars of modification.
Government Stock and Investment Company v. Manila railway Company

In Government Stock Investment Co. Ltd. v. Manila Railway Co. Ltd., (1897) A.C. 81, the debentures created a floating charge. Three months’ interest became due but the debenture holders took no steps and so the charge did not crystallize but remained floating. The company then made a mortgage of a specific part of its property. Held, the mortgagee had priority. The security for the debentures remained merely a floating security as the debenture holders had taken no steps to enforce their security.



  • CHARITABLE CONTRIBUTIONS
  • Political Contributions :
  • DIVIDEND
  • BORROWING POWER OF COMPANY  DEBENTURE AND CHARGE
  • Allotment of shares
  • LAW OF PROSPECTUS IN COMPANY LAW 
  • Relationship between MOA and AOA.
  • DOCTRINE OF ULTRA VIRES
  • CONVERSION OF PRIVATE Company TO PUBLIC Company
  • KINDS OR TYPES OF COMPANIES


  • COMPANY LAW:-Characteristics of Company
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    Allotment of shares

    Allotment of shares
    Allotment of shares not defined in the Act. Offer of shares made on an application form issued by the Company when accepted is the allotment of shares.

    Statutory provision regarding allotment:-
    §  Amount of minimum subscription and application money-

    Amount of minimum subscription

    ü  To be specified in the prospectus
    ü  To provide for purchase of property, pre expenses, working capital and other expenditure
    ü  If amount not received within 120 days of issue of prospectus, moneys received from applicants be repaid forthwith without interest.
    Application money paid to and received by the Company and deposited in a scheduled bank.
    §  When no  prospectus issued- S. 70. Shall not proceed to allot the shares or debentures unless filed a statement in lieu of prospectus with registrar atleast 3 days before first allotment failing which directors punishable with fine up to rs. 10,000
    §  Effect of irregular allotment- s. 71 (1) An allotment made by a company to an applicant in contravention of the provisions of section 69 or 70 shall be voidable at the instance of the applicant-(a) within two months after the holding of the statutory meeting of the company, and not later, or(b) in any case where the company is not required to hold a statutory meeting or where the allotment is made after the holding of the statutory meeting, within two months after the date of the allotment, If any director of a company knowingly contravenes, or wilfully authorizes or permits the contravention of, any of the provisions of section 69 or 70 with respect to allotment, he shall be liable to compensate the company and the allottee respectively for any loss, damages or costs which the company or the allottee may have sustained or incurred thereby: provided that proceedings to recover any such loss, damages or costs shall not be commenced after the expiration of two years from the date of the allotment.
    §  Time for opening the subscription list- S. 72 No allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally until the beginning of the fifth day after that on which the prospectus is first so issued or such later time, if any, as may be specified in the prospectus. It can be extended but not curtailed. The validity of an allotment shall not be affected by any contravention of the foregoing provisions of this section; but, in the event of any such contravention, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees.
    §  Allotment of shares to be dealt in stock exchange S. 73.  Every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognized stock exchange for permission for the shares or debentures intending to be so offered to be dealt with in the stock exchange or each such stock exchange.
    ü  Prospectus must State the name of such stock exchange.
    ü  Allotment void, if permission not granted by SE within 10 weeks from closing of subscription list.
    ü  Otherwise money repaid with interest within 8 days
    ü  After 8 days, interest between 4 to 15 % as prescribed.
    General Principles regarding Allotment
    1.       The allotment should be made by proper authority, i.e. the Board Directors of the company, or a committee authorized to allot shares on behalf of the Board. Allotment made without proper authority will be invalid. Allotment of shares made by an irregularly constituted Board of directors shall be invalid [Changa Mal v. Provisional Bank (1914) ILR 36 All 412].

    It is necessary that the Board should be duly constituted and should pass a valid resolution of allotment at a valid meeting [Homes District Consolidated Gold Mines Re (1888) 39 Ch D 546 (CA)].

    2.       Allotment of shares must be made within a reasonable time (As per Section 6 of the Indian Contract Act, 1872, an offer must be accepted within a reasonable time). What is reasonable time is a question of fact in each case. An applicant may refuse to take shares if the allotment is made after a long time.
    The interval of about 6 months between application and allotment was held unreasonable [Ramsgate Victoria Hotel Company v. Montefione (1866) LR 1 EX 109].

    3.       The allotment should be absolute and unconditional. Shares must be alloted on same terms on which they were applied for and as they are stated in the application for shares. Allotment of shares subject to certain conditions is also not be valid one. For example where an applicant applied for shares on the condition that he will be appointed as branch manager of company but later on the condition was breached, it was held that he is not bound by the allotment of shares [Ramanbhai v. Ghasi Ram (1918) BOM. LR 595].  Similarly, if the number of shares alloted are less than those applied for, it cannot be termed as absolute allotment.

    4.       The allotment must be communicated. To the applicant- may adopt usual and ordinary course of communication. Duly and properly stamped allotment letter is sufficient communication.

    5.       Allotment against application only — No valid allotment can be made on an oral request. Section 41 requires that a person should agree in writing to become a member.

    6.       Allotment should not be in contravention of any other law — If shares are allotted on an application of a minor, the allotment will be void.

    Share certificate S. 113: Every company, shall, within three months after the allotment of any of its shares, debentures or debenture stock, and within two months after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in section 53, the certificates of all shares, debentures and certificates of debenture stocks allotted or transferred.  The share certificate must bear the common seal of the company and also must be stamped under the relevant stamp act. One or more directors must sign it .It should state the name as well as occupation of the holder and number of shares , their distinctive number and the amount paid up.
    Kinds of shares
    Types of shares : Shares in the company may be similar i.e they may carry the same rights and liabilities and confer on their holders the same rights, liabilities and duties. There are two types of shares under Indian Company Law :-
    1.            Equity shares S. 85 (2) means that part of the share capital of the company which are not preference shares.
    2.            Preference Shares S. 85 (1) means shares which fulfill the following 2 conditions.
    a.       It carries Preferential rights in respect of Dividend at fixed amount or at fixed rate and this dividend must paid before the holders of the equity shares can be paid dividend.
    b.      It also carries preferential right in regard to payment of capital on winding up or otherwise.
    Types of Preference Shares

    1.            Cumulative or Non-cumulative : A non-cumulative share gives right to fixed percentage dividend of profit of each year. In case no dividend thereon is declared in any year because of absence of profit, the holders of preference shares get nothing nor can they claim unpaid dividend in the subsequent year or years in respect of that year. Cumulative preference shares however give the right to the preference shareholders to demand the unpaid dividend in any year during the subsequent year or years when the profits are available for distribution. In this case dividends which are not paid in any year are accumulated and are paid out when the profits are available.
    2.            Redeemable and Non- Redeemable : Redeemable Preference shares are preference shares which have to be repaid by the company after the term of which for which the preference shares have been issued. Irredeemable Preference shares means preference shares need not repaid by the company except on winding up of the company. However, under the Indian Companies Act, a company cannot issue irredeemable preference shares. In fact, a company limited by shares cannot issue preference shares which are redeemable after more than 10 years from the date of issue. In other words the maximum tenure of preference shares is 10 years. If a company is unable to redeem any preference shares within the specified period, it may, with consent of the Company Law Board, issue further redeemable preference shares equal to redeem the old preference shares including dividend thereon. A company can issue the preference shares which from the very beginning are redeemable on a fixed date or after certain period of time not exceeding 10 years provided it comprises of following conditions :-
    1.       It must be authorized by the articles of association to make such an issue.
    2.       The shares will be only redeemable if they are fully paid up.
    3.       The shares may be redeemed out of profits of the company which otherwise would be available for dividends or out of proceeds of new issue of shares made for the purpose of redeem shares.
    4.       If there is premium payable on redemption it must have provided out of profits or out of shares premium account before the shares are redeemed.
    5.       When shares are redeemed out of profits a sum equal to nominal amount of shares redeemed is to be transferred out of profits to the capital redemption reserve account. This amount should then be utilized for the purpose of redemption of redeemable preference shares. This reserve can be used to issue of fully paid bonus shares to the members of the company.
    3.            Participating Preference Share or non-participating preference shares : Participating Preference shares are entitled to a preferential dividend at a fixed rate with the right to participate further in the profits either along with or after payment of certain rate of dividend on equity shares. A non-participating share is one which does not such right to participate in the profits of the company after the dividend and capital have been paid to the preference shareholders.
    Rights Issue of Shares

    If, at any time after the expiry of 2 Years from the date of incorporation of the company or after one year from the date of first allotment of shares, whichever is earlier, a public company limited by shares issues further shares within the limit of authorized capital, its directors must first offer such shares to the existing holders of equity shares in proportion to the capital paid up on their shares at the time of further issue. This is commonly known as "Rights Issue of shares". The company must give notice each of the equity shareholders giving him the option to buy the shares offered to him. The shareholders must be informed of the number of shares he has the option to buy. He must be given at least 15 days to decide for exercising his option. The directors must state in the notice of the offer the fact that the shareholders also has the right to renounce the offer in whole or part in favor of some other person. This is commonly known as "Renunciation of Rights".
    Object of rights issue , section 81
    ü  Equal distribution of shares among existing shareholders.
    ü  Prevent directors from offering shares to outsiders before being offered to existing shareholders.
    The provisions of rights issue do not apply in the following cases :-
    1.       Increase in share capital by a private company.
    2.       Increase in share capital by a deemed public company.
    Issue of bonus shares

    Bonus shares are issued by converting the reserves of the company into share capital. It is nothing but capitalization of the reserves of the company. Bonus shares can be issued by a company only if the Articles of Association of the company authorises a bonus issue. Where there is no provision in this regard in the articles, they must be amended by passing special resolution act at the general meeting of the company.

    Care must be taken that issue of bonus shares does not lead to total share capital in excess of the authorised share capital. Otherwise, the authorised capital must be increased by amending the capital clause of the Memorandum of association.
    If the company has availed of any loan from the financial institutions, prior permission is to be obtained from the institutions for issue of bonus shares.
    If the company is listed on the stock exchange, the stock exchange must be informed of the decision of the board to issue bonus shares immediately after the board meeting.
    Where the bonus shares are to be issued to the non-resident members, prior consent of the Reserve Bank should be obtained.
    Only fully paid up bonus share can be issued. Partly paid up bonus shares cannot be issued since the shareholders become liable to pay the uncalled amount on those shares.
    Buy-back of shares :
    Buy back of its own shares by a company is nothing but reduction of share capital. After the recent amendments in the Companies Act, 1956 buy back of its own shares by a company is allowed without sanction of the Court.
    It is nothing but a process which enables a company to go back to the holders of its shares and offer to purchase from them the shares that they hold.
    A company may purchase its own shares or other specified securities out of :-
             i.            its free reserves; or
           ii.            the securities premium account; or
          iii.            the proceeds of any shares or other specified securities:
    No company can purchase its own shares or other specified securities unless :-

    a.       the buy-back is authorized by its articles;
    b.      a special resolution has been passed in general meeting of the company authorizing the buy-back;
    c.       the buy-back is of less than twenty five per cent of the total paid-up capital and free reserves of the company:
    d.      the buy-back of equity shares in any financial year shall not exceed twenty five per cent of its total paid-up equity capital in that financial year
    e.      the ratio of the debt owned by the company is not more than twice the capital and its free reserves after such buy-back. However, the Central Government may prescribe a higher ratio of the debt than that specified under this clause for a class or classes of companies.
    f.        all the shares or other specified securities for buy-back are fully paid-up;
    g.       the buy-back of the shares or other specified securities listed on any recognized stock exchange is in accordance with the regulations made by the Securities and Exchange Board of India in this behalf;
    h.      the buy-back in respect of shares or other specified securities other than those specified in clause (g) is in accordance with the guidelines as may be prescribed


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    LAW OF PROSPECTUS IN COMPANY LAW

    LAW OF PROSPECTUS IN COMPANY LAW PROSPECTUS

    SECTION 2(36): Any document described or issued as prospectus and includes any notice, circular, advertisement or other document inviting deposits from public or offers from public for subscription of any shares /debentures or a body corporate.
    Note: the term ‘issued’ does not include private communication. The term ’public’ is a general term no particular number is prescribed.
    Contents:
    1)            Every prospectus must be dated S 55
    2)            Every prospectus must be registered S 60
    3)            If prospectus includes statement purporting to be made by an expert , his consent in writing must be obtained and this fact must be stated in the prospectus. S. 58
    4)            Matters and reports in schedule two in Company Act must be disclosed in a prospectus. Disclosure should give a true and fair view of Company position S.56

    Golden Rule of Disclosure; Golden legacy- Golden rule of disclosure was laid down in New Brunswick and Canada railway case- And described as golden legacy in Henderson vs lackon case- Everything in the prospectus must be stated with strict scrupulous accuracy. In other words the true nature of Company venture should be disclosed.

    Statement in lieu of prospectus: S.70 it requires a public Company having share capital to file with the registrar at least three days before allotment of shares/debentures made a statement in lieu of prospectus in the following cases:
    ·                     Where it does not issue a prospectus ( promoters confident of raising capital without public subscription) or
    ·                     Where it does not issue a prospectus but has not proceeded to allot any of shares offered to public for our subscription (issue has been a failure and minimum subscription not need)
    Mis-statement meaning S.65(1):
    a) Statement deemed to be untrue, if misleading in the form and context in which included; and
    b) Omission calculated to mislead, the prospectus in which an untrue statement included.

    v  The term ‘included’ means: included in the prospectus itself or contained in any report or memo. Randum appearing on the face. Thereof.
    v  The suppression of material facts may render it fraudulent
    v  It should be read as a whole to judge its effect.
    Liablility for Mis-statements:
    (I)  Civil Liability:
                        (i)            Rescission of contract- An original allottee can rescind the contract for purchase of shares if caused by misrepresentation, whether innocent or fraudulent.
    Requirements:
    1)                  Must be a false representation. False representation must of facts and allottee must have relied not of law acted on it.
    Prospectus was issued by or with the authority of Company.
    ·         False representation means a positive misstatement or concealment of material facts.
    ·         Non disclosure does not amount to misrepresentation, unless concealment prevented or adequate appreciation.
    ·         The right to rescind is lost if-
    1.       Allottee with knowledge of misrepresentation affirms the contract.
    2.       Unreasonable delay in rescinding.
    3.       Commencement of winding up of Company
    4.       Company has become insolvent , irrespective of commencement of winding up.
    2)            Damages for deceit: Deciet is a tort, allottee can sue for fraudulent misstatement. Fraud is proved when false representation has been made= knowingly = without belief in its truth= recklessly and carelessly.
    3)            Compensation under section 62(1)-  Following persons liable to compensate
    - Every person who is director of Company at the time of issue of prospectus
    - Every person who has authorized himself to be naked as director.
    -Every promoter who was a party to preparation of prospectus
    - Every person who authorized the issue of prospectus

    Following defences are available under section 62(2)
    a)      Withdrawal of consent
    b)      Issue without knowledge
    c)       Ignorance of untrue statement
    d)      Reasonable ground for relief- statements true and believed to be true.
    e)      Statement of expert.
    f)       Fair extract from an official document.
    Liability u/S. 56- Fine upto Rs. 50,000 subject to defences available.
    (II)          Criminal liability – S. 63: imprisonment up to 2 yrs, fine up to Rs. 50,000 or both, subject to defenses available.
    Shelf Prospectus : S. 60 A  A prospectus issued by any financial institution or bank for one or more issues of securities specified therein . Any public financial institution, public sector bank or scheduled bank whose main object is financing shall file a shelf prospectus.
    A company filing a shelf prospectus with the Registrar shall not be required to file prospectus afresh at every stage of offer of securities by it within a period of validity of such shelf prospectus. The term "financing" means making loans to or subscribing in the capital of, a private industrial enterprise engaged in infrastructural financing or, such other company as the Central Government may notify in this behalf.
    Information memorandum Section 2(19), which defines the term `information memorandum'``...means a process undertaken prior to the filing of a prospectus by which a demand for the securities proposed to be issued by a company is elicited, and the price and the terms of issue for such securities is assessed, by means of a notice, circular, advertisement or document.''
    "Red Herring Prospectus" is a prospectus which does not have details of either price or number of shares being offered or the amount of issue. This means that in case the price is not disclosed, the number of shares and the upper and lower price bands are disclosed. Section 60B(3) declares that ``the information memorandum and red-herring prospectus shall carry same obligations as are applicable in the case of a prospectus.'
    Final prospectus Upon the closing of the offer of securities, a final prospectus stating therein the total capital, raised, whether by way of debt or share capital and the closing price of the securities and any other details as were not complete in the red-herring prospectus shall be filed in a case of a listed public company with the SEBI and the Registrar, and in any other case with the Registrar only
    Shares:
    Meaning S 2(46) :  Share means share in the share capital of the Company and includes stock except where a distinction between stock and share is expressed or implied.
    ü  Share is an interest in the Company  measured in terms of money
    ü  It is a right to participate in profits while the Company is a going concern and assets of the Company when it is wound up.

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