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Financial Reporting and Ethics - The Institute of Chartered ...

Financial Reporting and Ethics - The Institute of Chartered ...

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FINANCIAL REPORTING AND ETHICS(c) Notice <strong>of</strong> increase <strong>of</strong> authorized share capital shall be given tothe Commission within 15 days, after passing the resolution.Penalty for default is N50 per day;(d) Increase <strong>of</strong> authorized share capital shall not take effect unlesswithin six months <strong>of</strong> giving notice <strong>of</strong> the increase to thecommission, 25% <strong>of</strong> the authorized share capital, including theincrease has been issued <strong>and</strong> the directors have delivered to thecommission a statutory declaration verifying same;(e) Rights <strong>and</strong> liabilities attached to the shares <strong>of</strong> a company shallbe dependent on the term <strong>of</strong> issue <strong>and</strong> <strong>of</strong> a company’s articles<strong>and</strong> despite anything contrary, the articles include the right toattend any general meeting <strong>and</strong> vote at such meeting.(f) Returns <strong>of</strong> allotment <strong>of</strong> shares are to be within one month <strong>of</strong> theallotment <strong>and</strong> liability for default is a fine <strong>of</strong> N50 for every dayduring which the default continues;(g) A company should issue a certificate within two months afterallotment or within three months after transfer <strong>of</strong> shares. Aliability for default is N50 per day; <strong>and</strong>(h) A company should not give financial assistance for purchase <strong>of</strong>its own shares; default is a fine not exceeding N500.7.5.14 Debentures (Sections 166 - 210)Debentures are instruments issued to the company. Each debentureevidences a distinct debt, e.g. <strong>of</strong> N100each. It is defined by the Act asincluding ‘debenture stock, bonds <strong>and</strong> any other securities <strong>of</strong> a companywhether constituting a charge on the assets <strong>of</strong> the company or not’(S. 650(1)).Types <strong>of</strong> Debentures es (Section 171)<strong>The</strong>se are:(a)(b)(c)(d)(e)Registered Debentures: Payment to the registered holder.Bearer Debentures: Payment to bearer. <strong>The</strong>y are negotiableinstruments.Perpetual Debentures: <strong>The</strong>y are made “irredeemable orredeemable only on the happening <strong>of</strong> a contingency, howeverremote, or on the expiration <strong>of</strong> a period, however long…” (Section171).Convertible Debentures: <strong>The</strong>y are issued “upon the terms that inlieu <strong>of</strong> redemption or payment…… may be converted into shares<strong>of</strong> the company….(Section 172).Secured <strong>and</strong> Naked Debentures: A secured debenture is onewhich is secured by a charge over the company’s property <strong>and</strong>naked debenture on the other h<strong>and</strong> is one which is not securedby any charge (S. 173).158

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