Reduction of Share Capital

Reduction of capital means reducing the issued, subscribed, or paid-up share capital of the company. Because this affects the security of creditors, it is strictly regulated under Section 66.

  • Procedure:

    1. The company must be authorized by its Articles (AoA).

    2. A Special Resolution must be passed by the shareholders.

    3. An application must be made to the Tribunal (NCLT) for confirmation.

  • Ways to Reduce Capital:

    • Extinguishing or reducing the liability on any of its shares in respect of share capital not paid up.

    • Canceling any paid-up share capital which is lost or unrepresented by available assets.

    • Paying off any paid-up share capital which is in excess of the wants of the company.

  • Protection of Creditors: The Tribunal will only confirm the reduction if it is satisfied that every creditor's debt has been discharged, secured, or their consent has been obtained.

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