Reducing a company's share capital involves decreasing its issued, subscribed, or paid-up capital. This process, governed by Section 66 of the Companies Act, 2013, requires approval from the National Company Law Tribunal (NCLT). Companies may undertake this for reasons such as returning excess funds to shareholders, cancelling uncalled capital, or adjusting for lost capital. The procedure involves board approval, a special shareholder resolution, filing an application with the NCLT, and adhering to strict notice and objection protocols to protect creditor interests.
Introduction
Reduction of share capital is a process by which a company decreases it's issued, subscribed, or paid-up share capital. This can be undertaken for various purposes, including restructuring, correcting an overcapitalized balance sheet, or returning excess funds to shareholders. Under th
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The reduction of share capital is governed by Section 66 of the Companies Act, 2013, read with The National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016.
Companies may reduce share capital to return excess paid-up capital to shareholders, cancel uncalled or unpaid share capital, or adjust for capital lost or diminished.
The company's Board of Directors must first approve the proposal to reduce share capital, followed by passing a special resolution at a general meeting with at least 75% shareholder approval.
An application for confirming a reduction of share capital must be made in Form RSC-1, along with the prescribed fee of Rs. 5000/-.
The NCLT issues notices to the Central Government, Registrar of Companies (RoC), SEBI (if listed), and directs the company to send notices to each creditor, inviting objections.
Yes, if the Tribunal is satisfied that all creditor claims have been resolved, secured, or consented to, it can waive the requirement to send notices or publish advertisements.