Comment on the following: Reduction of share capital and Diminution of share capital mean the same.

CS Executive · Company Law · PYQS · December 2020
Comment on the following: Reduction of share capital and Diminution of share capital mean the same.

Answer & Explanation:

Section 66(1) of the Companies Act, 2013 states that 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 passing a special resolution, reduce the share capital in any manner and in, particular, may: extinguish or reduce the liability on any of its shares in respect of the share capital not paid-up; or either with or without extinguishing or reducing liability on any of its shares, - cancel any paid-up share capital which is lost or is unrepresented by available assets; or 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. While, Section 61(1)(e) of the Companies Act, 2013 provides that, a limited company having share capital, if authorised by its Articles, may cancel shares, by passing an ordinary resolution in that behalf, which have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. Diminution needs no confirmation by the Tribunal. Further, Section 61(2) of the Companies Act, 2013 specifically states that the cancellation of shares under section 61(1) of the Companies Act, 2013 shall not be deemed to be reduction of share capital. Thus, Reduction of Share Capital and Diminution of Share Capital is not the same.

Topics: Share Capital

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