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subject to the conditions             company in any manner it

                                     given in Section 78 of the            likes.

                                     Companies Act 1956.


                8. Purchase          A company cannot purchase             A company can purchase own

                                     its own shares                        debentures from the open

                                                                           market.


                9.                   Shares cannot be converted            Debentures can be converted

                Convertibility       into debentures.                      into shares according to the

                                                                           conditions of issue of

                                                                           debentures.


                10. Control          A shareholder has the right           A debenture holder does not

                                     to control the affairs of the         have any right to control the

                                     company by exercising his             affairs of the company.

                                     right to attend the general
                                     meeting of the company and

                                     by exercising his voting right.


                11. Winding          At the time of winding up the  Debenture holders have a

                up                   shareholders are paid their           priority as to return of amount

                                     capital at the end.                   received from them in the

                                                                           event of winding up of the

                                                                           company.





               Distinction between Shareholders and Debenture holders



                 Basis                Shareholders                   Debenture holders

                                      Shareholders are               Debenture holders are
                 Ownership            considered as the              considered as Creditors of

                                      owners of the company  the company
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