Section 66 — Reduction of share capital

(1) Subject to confirmation by the Tribunal on an application by the
company, a company limited by shares or limited by guarantee and having a share capital may, by a special
resolution, reduce the share capital in any manner and in particular, may—
(a) extinguish or reduce the liability on any of its shares in respect of the share capital not
paid-up; or
(b) either with or without extinguishing or reducing liability on any of its shares,—
(i) cancel any paid-up share capital which is lost or is unrepresented by available assets; or
(ii) pay off any paid-up share capital which is in excess of the wants of the company,
alter its memorandum by reducing the amount of its share capital and of its shares accordingly:
Provided that no such reduction shall be made if the company is in arrears in the repayment of any
deposits accepted by it, either before or after the commencement of this Act, or the interest payable thereon.
(2) The Tribunal shall give notice of every application made to it under sub -section (1) to the Central
Government, Registrar and to the Securities and Exchange Board, in the case of listed companies, and the
creditors of the company and shall take into cons ideration the representations, if any, made to it by that
Government, Registrar, the Securities and Exchange Board and the creditors within a period of three months
from the date of receipt of the notice:
Provided that where no representation has been received from the Central Government, Registrar, the
Securities and Exchange Board or the creditors within the said period, it shall be presumed that they have
no objection to the reduction.
(3) The Tribunal may, if it is satisfied that the debt or claim of every creditor of the company has been
discharged or determined or has been secured or his consent is obtained, make an order confirming the
reduction of share capital on such terms and conditions as it deems fit:
Provided that no application for reduction o f share capital shall be sanctioned by the Tribunal unless
the accounting treatment, proposed by the company for such reduction is in conformity with the accounting
standards specified in section 133 or any other provision of this Act and a certificate to that effect by the
company’s auditor has been filed with the Tribunal.
(4) The order of confirmation of the reduction of share capital by the Tribunal under sub -section (3)
shall be published by the company in such manner as the Tribunal may direct.
(5) The company shall deliver a certified copy of the order of the Tribunal under sub-section (3) and of
a minute approved by the Tribunal showing—
(a) the amount of share capital;
(b) the number of shares into which it is to be divided;
(c) the amount of each share; and
(d) the amount, if any, at the date of registration deemed to be paid-up on each share,
to the Registrar within thirty days of the receipt of the copy of the order, who shall register the same and
issue a certificate to that effect.
(6) Nothing in this section shall apply to buy-back of its own securities by a company under section
68.
(7) A member of the company, past or present, shall not be liable to any call or contribution in respect
of any share held by him exceeding the amount of difference, if any, between the amount paid on the share,
or reduced amount, if any, which is to be deemed to have been paid thereon, as the case may be, and the
amount of the share as fixed by the order of reduction.
(8) Where the name of any creditor entitled to object to the reduction of share capital under this section
is, by reason of his ignorance of the proceedings for reduction or of their nature and effect with respect to
his debt or claim, not entered on the list of creditors, and after such reduc tion, the company 1[commits a

1. Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for “is unable, within the meaning of sub-section (2) of section 271,
to pay the amount of his debt or claim,” (w.e.f. 15-11-2016).

default, within the meaning of section 6 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), in
respect of the amount of his debt or claim],—
(a) every person, who was a member of the company on the date of the registration of the order for
reduction by the Registrar, shall be liable to contribute to the payment of that debt or claim, an amount
not exceeding the amount which he would have been liable to contribute if the company had
commenced winding up on the day immediately before the said date; and
(b) if the company is wound up, the Tribunal may, on the application of any such creditor and proof
of his ignorance as aforesaid, if it thinks fit, settle a list of persons so liable to contribute, and make and
enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories
in a winding up.
(9) Nothing in sub-section (8) shall affect the rights of the contributories among themselves.
(10) If any officer of the company—
(a) knowingly conceals the name of any creditor entitled to object to the reduction;
(b) knowingly misrepresents the nature or amount of the debt or claim of any creditor; or
(c) abets or is privy to any such concealment or misrepresentation as aforesaid,
he shall be liable under section 447.