Distinguish between the following: 'Reduction of Share Capital' and 'Diminution of Share Capital'

CS Executive · Company Law · PYQS · June 2021
Distinguish between the following: 'Reduction of Share Capital' and 'Diminution of Share Capital'

Answer & Explanation:

Feature Reduction of Share Capital Diminution of Share Capital Meaning It is the process of decreasing a company's share capital (both equity and preference share capital) through share cancellations and share repurchases. After a capital reduction, the number of shares in the company will decrease by the reduction amount. It is the cancellation of the unsubscribed part of the issued capital. Governing Section Governed by Section 66 of the Companies Act, 2013 . Governed by Section 61(1)(e) of the Companies Act, 2013 . Tribunal Confirmation Requires confirmation by the Tribunal on an application by the company. Does not require confirmation by the Tribunal. Manner of Reduction (Section 66) A company limited by shares or by guarantee and having a share capital may, by special resolution, reduce its share capital in any manner, including: Extinguishing or reducing the liability on any of its shares in respect of the share capital not paid-up; or Cancelling any paid-up share capital which is lost or is unrepresented by available assets; or Paying off any paid-up share capital which is in excess of the wants of the company. A limited company having share capital, if so authorised by its Articles of Association, may alter its Memorandum in its general meeting to cancel shares which, at the date of the passing of the resolution, 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. Effect on Memorandum Alters its memorandum by reducing the amount of its share capital and of its shares accordingly. Alters its memorandum by reducing the amount of its share capital. Nature of Action It is a reduction of issued and paid-up capital. It is a reduction of authorised capital by cancelling unissued shares.

Topics: Company Law

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