Benshawn limited, is proposing to offer shares to its shareholders instead of giving them dividends. Phil Shaka, a shareholder has opposed the proposal on the grounds that it offends all the rules governing the maintenance of the capital but Benshawn limited is adamant. Phil Shaka feels aggrieved and has approached for your advice. In reference to the company law, advise Phil on the legality of the proposed offer by Benshawn limited.