Section 64 : Prohibition on issue or sale of shares at a discount
1) A company shall not issue or sell its shares at a discount .

2) Notwithstanding anything contained in Sub-section(1), a company may, on the following conditions, issue or sell shares at a discount by adopting a special resolution at the general meeting to that effect, not being less than the percentage specified in that resolution:

(a) In issuing or selling shares pursuant to a capital restructuring scheme of the company,

(b) In issuing or selling shares pursuant to a scheme of converting loans borrowed by the company into shares with the consent of creditors;

(c) In issuing or selling shares pursuant to an employee share scheme;

(d) In issuing shares on such other conditions as approved by the Office.