law: Companies Act, 2013 
  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
  
  consideration 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 of 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 subsection (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.
  1.     
  2.     
  3.     
  4.     
  5.     
  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 reduction, the company is unable, within the
  
  meaning of sub-section (2 ) of section 271, to pay 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.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.     
  8.     
  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.
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.   If a company fails to
  
  comply with the provisions of sub-section (4 ), it shall be punishable
  
  with fine which shall not be less than five lakh rupees but which may extend to
  
  twenty-five lakh rupees.