(b ) whether or not the court makes an order in terms of paragraph (a), every officer of the company who made or took part in the decision that the company should enter into the transaction may be ordered by the court at the suit of the company or its liquidator or any member or creditor of the company or of any party to the transaction, to compensate the company and any other party to the transaction who entered into it in good faith for any loss resulting from the contravention of subsection (1): Provided that no compensation for loss of anticipated profits shall be awarded to the company. Issue of Shares at Premium or Discount and Redeemable Preference Shares 74 Application of share premiums (1 ) If a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account called “the share premium account” and provisions of this Act relating to the reduction of a company’s share capital shall apply, except as provided in this section, as if the share premium account were part of its paid-up share capital. (2 ) A company may apply its share premium account— (a ) in paying up unissued shares to be allotted to its members, directors or employees, or to a trustee for such persons, as fully paid bonus shares; or (b ) in writing off— (i) the company’s preliminary expenses; or (ii) the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; or (c) in providing for the premium payable, if any, on redemption of any redeemable preference shares or of any debentures of the company. 75 Power to issue shares at a discount (1 ) Subject to 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— (i) the issue of the shares at a discount must be authorized by special resolution of the company and must be sanctioned by the court; (ii) the special resolution must specify the maximum rate of discount at which the shares are to be issued; (iii) not less than one year must, at the date of the issue, have elapsed since the date on which the company was entitled to commence business; (iv) the shares to be issued at a discount must be issued within thirty days after the date on which the issue is sanctioned by the court or within such extended time as the court may allow. (2 ) Where a company has passed a special resolution authorizing the issue of shares at a discount, it may a pply to the court 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. (3 ) Every prospectus relating to the issue of the shares must contain particulars of the di scount allowed on the issue of the shares or of so much of that discount as has not been written off at the date of the issue of the prospectus. If default is made in complying with this subsection the company and every officer of the company who is in default shall be guilty of an offence and liable to a default fine not exceeding level one. [Section as amended by Act No. 22 of 2001] 76 Power to issue redeemable shares (1 ) Subject to this section and sections seventy-seven, seventy-eight, eighty-three and eighty-four, a company may, if authorized by its articles, issue shares which are to be redeemed or which are liable to be redeemed at the option of the company or the shareholder concerned. (2 ) No redeemable shares shall be issued at a time when there are no issued shares of the company which are not redeemable. (3 ) Redeemable shares may not be redeemed unless they are fully paid, and the terms of redemption shall provide for payment on redemption. 77 Financing at redemption (1 ) Subject to subsection (2) and subsection (4) of section eighty-four— (a ) redeemable shares shall be redeemed only out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; and (b ) any premium payable for redemption shall be paid out of profits of the company which would otherwise be available for dividend.