81 Payments for rights to purchase or for release thereof (1 ) A payment made by a company in consideration of— (a ) acquiring any right to purchase its shares pursuant to an authority granted in terms of section seventynine ; or (b ) the release of any obligation to purchase shares in pursuance of an authority granted in terms of section seventy-nine; shall be made out of the profits that would otherwise be available for dividend. (2 ) If the requirements of subsection (1) are not complied with, the purchase or release concerned, as the case may be, shall be void. 82 Disclosure by company of purchase of own shares (1 ) Within the period of twenty-eight days next following the date of delivery of any of its own shares purchased by it, a company shall deliver to the Registrar a return in the prescribed form showing, with respect to each class of shares purchased— (a ) the number and nominal value of the shares; and (b ) the date on which the shares were delivered to the company; and (c) the aggregate amount paid by the company for the shares; and (d ) the maximum and minimum prices paid in respect of shares of each class purchased. (2 ) Particulars of shares delivered to the company on different dates and under different authorities to purchase may be included in a single return to the Registrar and, when this is done, the amount to be stated in terms of paragraph (c) of subsection (1) shall be the aggregate amount paid by the company for all the shares to which the return relates. (3 ) Where a company has purchased its own shares it shall keep a copy of the contract of purchase or, if the purchase is not in terms of any written contract, a memorandum of the terms of the purchase at its registered office for a period of ten years reckoned from the date of completion of the purchase of all the shares concerned or, as the case may be, from the date of termination of the contract. (4 ) The copy of the contract or memorandum, as the case may be, required to be kept in terms of subsection (3) shall be available for inspection, at all reasonable times, free of charge by any person. (5 ) Every officer of a company who is in default in complying with subsection (3) or (4) shall be guilty of an o ffence and liable to a default fine not exceeding level two. (6 ) The obligation to keep and to allow inspection of a copy of any contract or a memorandum in terms of subsections (3) and (4) shall apply, mutatis mutandis, to any variation of the contract. [Section as amended by Act No. 22 of 2001] 83 Capital redemption reserve (1 ) Where shares of a company are redeemed or purchased wholly out of the company’s pro fits, the amount by which the company’s issued share capital is diminished in accordance with subsection (4) of section seventyseven on cancellation of the shares concerned shall be transferred to a reserve, to be called “the capital redemption reserve”. (2 ) If shares are redeemed or purchased by a company wholly or partly out of the proceeds of a fresh issue and the aggregate amount of those proceeds is less than the nominal value of the shares redeemed or purchased, the amount of the difference shall be transferred to the capital redemption reserve. (3 ) The provisions of this Act relating to the reduction of a company’s share capital shall apply to any reduction of the capital redemption reserve as if the capital redemption reserve were paid-up share capital of the company: Provided that the reserve may be applied by the company in paying up its unissued shares to be allotted to its members, directors or employees, or to a trustee for such persons, as fully paid bonus shares. 84 Effect of failure by company to redeem or purchase shares (1 ) Where a company has, on or after the 22nd October, 1993 — (a ) issued shares on terms that they are or are liable to be redeemed; or (b ) agreed to purchase any of its own shares; the company shall not be liable in damages in respect of any failure on its part to redeem or purchase any of the shares, and no order for specific performance of the terms of redemption or purchase shall be made by any court if the company shows that it is unable to meet the costs of redeeming or purchasing, as the case may be, the shares in question out of profits of the company that would otherwise be available for dividend. (2 ) Subject to subsection (3 ), if a company is wound up and at the commencement of the winding up any shares referred to in subsection (1) have not been redeemed or purchased by the company, the terms of redemption or purchase may be enforced against the company, and when shares are redeemed or purchased under this subsection they shall be treated as cancelled. (3 ) Subsection (2) shall not apply if—