Capital Reduction under Section 66: NCLT Process, Creditor consent, Timeline

A company that reduces its share capital under section 66 of the Companies Act, 2013 is permanently cutting down its issued, subscribed or paid-up capital, and it cannot do this on a board decision alone. It needs a special resolution passed by three-fourths of the votes cast, and it needs the National Company Law Tribunal (NCLT) to confirm the reduction before it takes legal effect. Companies use this route to write off accumulated losses that no longer reflect real assets, to return surplus capital that a fundraise or an early business plan left sitting idle, or to simplify a cap table before an exit. The process is procedural rather than discretionary once creditors are protected, but it runs through a fixed sequence of tribunal forms, notices and a mandatory three-month window for objections that most companies underestimate. This article maps that sequence end to end: eligibility, board and shareholder approval, the NCLT stages, how creditor consent actually works, and what a realistic timeline and cost look like in 2026.

How long does the NCLT process for capital reduction under section 66 take?

The full process, from the board resolution to the Registrar of Companies (ROC) issuing Form RSC-7, typically takes four to eight months for a private company with a clean creditor position. The variable is almost never the tribunal’s hearing calendar. It is how quickly the company can produce a creditor list that qualifies for consent or dispensation under Rule 3(6) of the NCLT (Procedure for Reduction of Share Capital of Company) Rules, 2016.

What does section 66 permit, and what are the three ways to reduce capital?

Section 66(1) of the Companies Act, 2013 lets a company limited by shares, or limited by guarantee and having a share capital, reduce its share capital in any manner, subject to NCLT confirmation, and it names three specific routes.

The first is extinguishing or reducing liability on shares that are not fully paid up. If a share was issued at face value but the company never called up the full amount, the reduction cancels the outstanding uncalled liability, so shareholders owe nothing further on those shares.

The second is cancelling paid-up capital that is lost or unrepresented by available assets. This is the balance sheet clean-up route. If a company issued shares at ₹100 face value and accumulated losses mean the real asset backing per share has fallen to ₹60, the company can write off the ₹40 that no longer corresponds to anything, without any cash moving. This is the route most relevant to a company with a few years of losses behind it that wants its books to reflect reality again, which also clears the path for future dividend declarations that accumulated losses would otherwise block.

The third is paying off paid-up capital that is in excess of what the company’s operations require. This is the surplus-return route: a company that raised more than it needed, or has cash sitting idle after a business plan changed, returns that excess to shareholders in cash and reduces its capital base to match.

A company can combine routes. A reduction can extinguish unpaid liability and cancel lost capital in the same scheme, as section 66(1)(b) makes clear by allowing cancellation “with or without extinguishing or reducing liability on any of its shares.”

One statutory bar applies regardless of route. The proviso to section 66(1) prohibits any reduction if the company is in arrears on repayment of any deposit, or the interest on it, whether the arrears arose before or after the Companies Act, 2013 came into force. There is no waiver. Arrears must be cleared first.

How does section 66 differ from a buyback under section 68?

A buyback under section 68 of the Companies Act, 2013 can only be funded from free reserves, the securities premium account, or the proceeds of a fresh share issue made for that purpose, and it is capped at 25% of total paid-up capital and free reserves in a financial year. Section 66 carries none of these funding or quantum restrictions, which is exactly why it becomes the relevant route once a buyback is structurally unavailable, for instance when the amount to be returned exceeds the 25% buyback ceiling.

Section 66(6) makes the boundary explicit: nothing in section 66 applies to a buyback of securities under section 68. The two are meant to be mutually exclusive mechanisms, not alternative labels for the same transaction.

This boundary has been tested in practice, and the result matters for any company considering a reduction that targets a specific group of shareholders rather than all shareholders proportionately. In September 2024, the NCLT Kolkata Bench dismissed a selective capital reduction petition filed by Philips India Limited, holding that the scheme’s real objective was to buy out minority public shareholders in a manner the bench found fell outside the specific modes permitted under section 66(1)(a) and (b) (NCLT Kolkata Bench, CP/312(KB)/2023, order dated 19.09.2024). For a period, this order was read as a general caution against selective reductions.

The Supreme Court has since settled the point more broadly. In Pannalal Bhansali v Bharti Telecom Limited & Ors, 2026 INSC 213, decided on 10 March 2026, the Court upheld a capital reduction that cancelled the shares of a specific group of minority shareholders while leaving all other shareholders untouched, holding that selective capital reduction is a legitimate exercise of the flexibility section 66 affords, and that shareholders are entitled to determine how a reduction is implemented, including which shareholders are affected, once the requisite special resolution has been passed. The Court confined the tribunal’s review to three questions: whether a fair and reasonable value was offered to the shareholders being cancelled out, whether the requisite majority approved the resolution, and whether the terms are so manifestly unreasonable as to shock judicial conscience. A company structuring a selective reduction today should treat Bharti Telecom, not the narrower Philips India order, as the controlling authority, while still building its case around these three tests rather than assuming selectivity alone is a problem.

A separate, more basic distinction: reducing issued or paid-up capital under section 66 is not the same as reducing authorised share capital, which is a simple alteration under section 61 of the Companies Act, 2013 executed through Form SH-7 with no NCLT involvement at all. Authorised capital is only a ceiling on how many shares a company may issue; it carries no obligation to shareholders or creditors, which is why cancelling unissued authorised capital needs nothing more than a board resolution and an ROC filing (see Treelife’s guide to increasing authorised share capital for the SH-7 route and how it differs from section 66).

What conditions must a company clear before filing with the NCLT?

Two conditions gate the NCLT process, and both should be confirmed before the board even passes its resolution.

The Articles of Association (AoA) must authorise capital reduction. If the AoA is silent or restrictive, the company must amend it by special resolution before the reduction petition can be filed. This adds a separate general meeting and an ROC filing under section 14, and it is worth building into the timeline from day one rather than discovering it after the board has already committed to a date.

The company must not be in arrears on deposit repayment or interest. This bar under the proviso to section 66(1) is absolute, with no discretion for the NCLT to waive it. If deposit arrears exist, they must be cleared first, and the auditor’s certificate that goes into the NCLT filing (see below) specifically certifies their absence.

A company that clears both conditions cleanly moves straight to board and shareholder approval. A company that discovers either issue late typically adds four to eight weeks to its overall timeline.

What is the board and shareholder approval process?

Board resolution. The board approves the proposed reduction, the amount, and the mode (extinguishing liability, cancelling lost capital, or repaying excess capital), and authorises the company secretary or a director to take the NCLT filing forward.

Special resolution. Shareholders pass the special resolution at a general meeting. Section 66(1) sets the threshold at votes cast in favour being not less than three times the votes cast against, the statutory special resolution majority under section 114(2) of the Companies Act, 2013. Ordinary board approval, however unanimous, cannot substitute for this. Where the shareholder base is widely dispersed, particularly for a listed company, the resolution can also be passed through postal ballot under section 110 of the Companies Act, 2013 read with the applicable rules, instead of convening a physical or virtual general meeting.

Form MGT-14. The company files Form MGT-14 with the ROC within 30 days of the special resolution, attaching the resolution and explanatory statement. This is a routine filing, but a missed deadline attracts additional fees under section 403 that compound with delay.

Only after MGT-14 is filed does the company move to the NCLT stage proper.

What is the seven-form NCLT sequence, from RSC-1 to RSC-7?

The NCLT (Procedure for Reduction of Share Capital of Company) Rules, 2016 govern the tribunal stage, and the sequence runs through seven prescribed forms.

Step 1: RSC-1, the petition. The company files its application in Form RSC-1, with a filing fee of ₹5,000 under the Rules’ schedule of fees. Rule 2(2) requires four supporting documents: a class-wise creditor list, certified by the managing director or, in the MD’s absence, by two directors, prepared no more than 15 days before filing; an auditor’s certificate confirming that list is correct as per company records; an auditor’s certificate and director’s declaration confirming no deposit arrears; and an auditor’s certificate confirming the proposed accounting treatment conforms with the accounting standards specified under section 133 of the Companies Act, 2013.

Step 2: RSC-2 and RSC-3, tribunal notices. Within 15 days of the RSC-1 filing, the tribunal issues notice to the Central Government and the ROC in Form RSC-2, and to SEBI in the same form where the company is listed. Each creditor named in the list gets individual notice in Form RSC-3, stating the proposed reduction amount and the value of that creditor’s claim as recorded.

Step 3: RSC-4, public notice. Within seven days of the tribunal’s direction, the company publishes notice in Form RSC-4 in one leading English newspaper and one leading vernacular newspaper, both with wide circulation in the state where the registered office sits, and uploads the notice on the company’s website if it has one. This notice fixes the hearing date and the window within which creditors may object.

Step 4: RSC-5, affidavit of compliance. Within seven days of dispatching notices and completing publication, the company files an affidavit in Form RSC-5 confirming both were done as directed.

Step 5: the three-month objection window. Under section 66(2), the Central Government, the ROC, SEBI (for listed companies) and creditors each have three months from receipt of notice to file representations. Rule 3(4) mirrors this for the public notice. If no representation arrives within that window, the tribunal presumes there is no objection. This three-month window is fixed by statute and cannot be shortened, which is why it is the single largest determinant of how long the process takes.

Step 6: RSC-6, the confirming order. Once the tribunal is satisfied that every creditor’s debt has been discharged, determined, secured, or that consent has been obtained, and the auditor’s accounting-treatment certificate is on file, it confirms the reduction in Form RSC-6, on any terms and conditions it considers fit under section 66(3).

Creditor protection is not the tribunal’s only test. The reduction must also not be unfair or inequitable to any class of shareholders, particularly minority shareholders whose shares are being cancelled or whose economic interest changes. On the question of valuation, the Supreme Court settled a long-running practice dispute in Pannalal Bhansali v Bharti Telecom Limited & Ors, 2026 INSC 213 (10 March 2026): section 66 does not make a registered valuer’s report a statutory precondition to confirmation, unlike section 232(2)(d) for mergers and amalgamations or section 236(2) for a minority buyout, where Parliament expressly required one. The Court held that tribunals cannot read such a requirement into section 66 where the legislature deliberately omitted it, and confirmed the NCLT’s inquiry is limited to whether a fair and reasonable value was offered, whether the requisite majority approved the resolution, and whether the terms are so manifestly unreasonable as to shock judicial conscience. A company may still choose to commission a valuation report voluntarily, and the Court noted this is a mark of transparency rather than a procedural requirement, particularly useful where the reduction is not applied uniformly across all shareholders or where an objection from the affected class is likely. Rule 2(2) itself lists only the auditor’s certificate on accounting treatment as a mandatory document, not a valuer’s report.

An order confirming or rejecting a reduction under section 66(3) can be appealed to the National Company Law Appellate Tribunal (NCLAT) within 45 days under section 421 of the Companies Act, 2013, extendable by a further 45 days on sufficient cause. A selective or non-uniform reduction, of the kind considered in Bharti Telecom, is the fact pattern most likely to draw a challenge from an affected shareholder, so a company pursuing this structure should build the appeal window into any timeline that assumes the tribunal’s order is the final word.

Step 7: INC-28 and RSC-7, registration. The company delivers a certified copy of the tribunal’s order and the approved minute to the ROC in e-form INC-28 within 30 days of receiving the order, as section 66(5) requires, showing the revised share capital, the number and value of shares, and the amount paid up on each. The ROC registers this and issues the completion certificate in Form RSC-7. Only at this point does the reduction take legal effect.

Registration in Form RSC-7 fixes the reduction in law, but it does not automatically update every downstream record. The company still needs to amend the Memorandum of Association to reflect the revised capital figures, update its Register of Members, and either reissue physical share certificates for the reduced holding or instruct its depository participant to process the corporate action for dematerialised shares. A listed company additionally notifies its share transfer agent and both depositories, NSDL and CDSL, to give effect to the cancellation or face-value change across demat accounts. Companies that treat RSC-7 as the finish line often find the cap table and share certificates lag the legal position by several weeks, which becomes a problem if an investor’s due diligence lands in that gap.

How does creditor consent actually work, and can a company skip the public notice?

This is the step most guides gloss over, and it is the single biggest lever on timeline.

Rule 3(1) requires the tribunal to give notice to the Central Government, the ROC, SEBI where applicable, and every creditor on the company’s list, and Rule 3(3) requires public notice in two newspapers. But Rule 3(6) carves out an exception: where the tribunal is satisfied that the debt or claim of every creditor has been discharged, determined, secured, or that the creditor’s consent has been obtained, it may dispense with the requirement of creditor notice, newspaper publication, or both.

In practice, this means a company that goes into the NCLT filing with signed no-objection or consent letters from every creditor on its class-wise list, or that has already discharged or secured every claim, can ask the tribunal to skip the newspaper publication and the individual creditor notice stage entirely. That collapses one of the two longest steps in the sequence: the seven-day publication window followed by the three-month statutory objection period that runs from the date of publication under Rule 3(4).

A few things drive whether this route is realistic:

• Class-wise accuracy matters more than completeness. Rule 2(2)(a) requires the creditor list to be class-wise, showing names, addresses and amounts owed, certified as true and correct by the MD or two directors, and independently certified by the auditor. A list with an incomplete class, for instance omitting a contingent claim under a pending arbitration, is a common ground for the tribunal to decline dispensation even if every listed creditor has consented.
• Secured creditors are usually the easier half. A term loan or working capital facility from a bank or NBFC typically already carries a charge over assets, so the tribunal often treats that claim as adequately secured without a fresh consent letter, provided the auditor’s certificate reflects this.
• Unsecured trade creditors are the harder half. Vendor and trade payables are numerous, often small in individual value, and harder to chase down for signed consent within the 15-day window before RSC-1 filing. Companies that leave this to the last week routinely end up filing without full dispensation and default into the three-month public notice route by necessity.

Where full dispensation is not available, the company can still request a Rule 3(6) waiver for the creditor classes that have consented, while the public notice route runs in parallel only for the residual class. This is a practical middle path many companies do not realise is available, and it is worth raising directly with the bench through counsel rather than assuming an all-or-nothing outcome.

One further protection in the Act deserves attention even after the tribunal confirms the reduction. Under section 66(8), if a creditor entitled to object was left off the list by oversight and the company later cannot pay that creditor’s claim, every person who was a member of the company on the date the ROC registered the reduction becomes liable to contribute toward that debt, capped at what they would have owed had the company gone into winding up the day before registration. Section 66(9) preserves the members’ right to apportion that liability among themselves afterward. This is precisely why the class-wise creditor list under Rule 2(2)(a) has to be built with genuine diligence rather than assembled to look complete: an omission does not just risk delay at the tribunal stage, it creates a live contribution exposure for every shareholder on record at the date of registration.

What happens if a creditor, the Registrar or SEBI objects?

If a representation or objection is filed within the three-month window, Rule 5(1) requires the company to submit it to the tribunal, along with the company’s response, within seven days of the window closing. The tribunal then has discretion under Rule 5(2) to direct an enquiry, adjudicate the claim, or hear the objection formally, and under Rule 5(3) it may direct the company to secure the disputed debt, adjourning the petition until the company complies.

This does not mean an objection kills the petition. Most creditor objections resolve through the company offering security or a payment undertaking for the specific disputed amount, after which the tribunal proceeds to confirm the reduction. A well-prepared company anticipates likely objectors, typically a creditor with a disputed or contingent claim, and has a security or settlement position ready before the objection is even filed, rather than negotiating from a standing start once the tribunal directs it to respond within seven days.

Section 66(10) also puts a personal consequence on the company side of this: an officer who knowingly conceals a creditor entitled to object, or misrepresents the nature or amount of a creditor’s claim, is liable under section 447, the Companies Act’s fraud provision. This is a strong reason the class-wise creditor list has to be genuinely complete, not curated to look clean. The Corporate Laws (Amendment) Bill, 2026, introduced in Lok Sabha on 23 March 2026 and currently before a Joint Parliamentary Committee, proposes raising the section 447 penalty range from the current ₹10 lakh to ₹50 lakh to ₹25 lakh to ₹1 crore. The Bill is not yet law, and the current range applies until it is enacted and notified, but companies should treat this as a direction of travel rather than a settled position and confirm the applicable range at the time of filing.

What is the realistic timeline and cost for a section 66 reduction?

Across these stages, the total process for a private company with a clean creditor position typically runs four to eight months from board resolution to the ROC’s completion certificate in Form RSC-7. Professional and filing costs, including the ₹5,000 NCLT filing fee, auditor certification fees, newspaper publication charges, and legal and secretarial fees, typically range from ₹50,000 to a little over ₹2 lakh depending on company size and whether the matter proceeds without objection. Listed companies and companies with disputed creditor claims sit at the higher end of both ranges.

A company chasing a hard external deadline, for instance a fundraise that requires a clean cap table by a specific date, should build the process backward from the RSC-7 certificate and add at least six weeks of buffer beyond the four-month floor, since the three-month statutory objection window cannot be compressed once public notice is required.

What additional steps apply to listed companies?

A listed company reducing capital carries three layers a private company does not.

SEBI notice under section 66(2). The tribunal issues notice to SEBI in Form RSC-2 alongside the Central Government and ROC notice, and SEBI’s representation window runs on the same three-month clock.

Stock exchange no-objection. Before filing with the NCLT, a listed company typically obtains an observation letter or no-objection certificate from the stock exchanges where it is listed, a step outside the Companies Act itself but built into the practical sequence most listed companies follow, and disclosed to the exchanges under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). This exchange clearance step alone has, in practice, taken several months in some recent listed-company reductions, well before the NCLT petition is even filed.

Continuing disclosure obligations. The company discloses the filing of the NCLT petition, the tribunal’s order, and the ROC’s registration to the stock exchanges as they occur, each triggering a separate Regulation 30 intimation.

These layers mean a listed company’s realistic timeline runs closer to eight to twelve months when the stock exchange clearance stage is included, even where the NCLT stage itself proceeds without objection.

Common mistakes that cost companies time and money

Filing before confirming the AoA permits reduction. Companies that discover mid-process that their AoA is silent on capital reduction have to go back for a fresh special resolution and MGT-14 filing, adding a full board-and-shareholder cycle, typically four to six weeks, to a process already underway.

Treating the creditor list as a formality. A creditor list assembled hastily in the final days before the 15-day filing window, without genuinely chasing every trade creditor for consent, forecloses the Rule 3(6) dispensation route and locks the company into the full three-month public notice window by default, even where dispensation was realistically achievable with earlier outreach.

Treating a selective reduction as automatically off-limits, or automatically safe. Selective capital reduction, cancelling one shareholder group’s shares while leaving others untouched, is a legitimate use of section 66 following the Supreme Court’s March 2026 ruling in Bharti Telecom, but it is not a free pass. The tribunal’s scrutiny still turns on whether the affected shareholders were offered a fair and reasonable value and whether the terms are so unreasonable as to shock judicial conscience. Companies structuring this route should build the valuation and disclosure record around those two questions rather than assuming selectivity itself is the risk.

Missing the auditor’s accounting-treatment certificate until late. Section 66(3)’s proviso makes the auditor’s certificate confirming the accounting treatment’s conformity with section 133 a precondition for the tribunal’s confirming order, not a paperwork afterthought. Companies that engage their auditor only after the tribunal hearing is scheduled routinely lose two to four weeks waiting for this certificate, a delay that is entirely avoidable by looping the auditor in the same week the board resolution is passed.

Underestimating deposit-arrears exposure. The bar under the proviso to section 66(1) covers any deposit and any interest on it, including intercorporate deposits some companies do not immediately think of as “deposits” in the colloquial sense. A company should have its auditor confirm the full scope of what qualifies as a deposit under section 2(31) of the Companies Act, 2013 before certifying no arrears exist, rather than relying on an informal internal check.

FAQ’s on Capital Reduction under Section 66

Q: How is a payment received under a capital reduction taxed? 
A: To the extent of the company’s accumulated profits, the payment is treated as deemed dividend and taxed in the shareholder’s hands at applicable slab rates. Amounts above accumulated profits, and above the shareholder’s original cost, are taxed as capital gains on the extinguishment of shares. For the full mechanics and sequencing, see Treelife’s capital reduction vs dividend analysis.

Q: What are the typical professional and filing costs for a section 66 reduction? 
A: The NCLT filing fee itself is ₹5,000. Including auditor certification, newspaper publication and legal or secretarial fees, total costs for a private company typically range from ₹50,000 to a little over ₹2 lakh, with listed companies and contested matters at the higher end.

Q: How long does the entire process take from board resolution to the ROC’s completion certificate? 
A: Four to eight months for a private company with a clean creditor position, driven mainly by whether the company qualifies for creditor-notice dispensation under Rule 3(6). Listed companies typically run eight to twelve months once stock exchange clearance is included.

Q: Is a registered valuer’s report mandatory for a section 66 capital reduction? 
A: No. The Supreme Court held in Pannalal Bhansali v Bharti Telecom Limited & Ors, 2026 INSC 213 (10 March 2026), that section 66 does not make a valuation report a statutory precondition, unlike section 232(2)(d) for mergers or section 236(2) for a minority buyout. A company can still obtain one voluntarily, and doing so strengthens the record where the reduction is selective or an objection is likely, but its absence does not by itself invalidate the scheme.

Q: What documents does a company need to file Form RSC-1? 
A: A class-wise creditor list certified by the MD or two directors, prepared no more than 15 days before filing; an auditor’s certificate confirming that list’s accuracy; an auditor’s certificate and director’s declaration confirming no deposit arrears; and an auditor’s certificate confirming the accounting treatment conforms with section 133 standards.

Q: Does a capital reduction involving a foreign shareholder trigger FEMA compliance? 
A: Yes. A reduction that returns capital to a foreign shareholder is treated as a transfer of shares under FEMA, requires valuation under Rule 21 of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, and a Form FC-TRS filing within 60 days of the payment.

Q: Can capital reduction be used to buy out one co-founder or a specific shareholder group? 
A: Yes, in principle. The Supreme Court’s March 2026 ruling in Pannalal Bhansali v Bharti Telecom Limited confirmed that a selective capital reduction, cancelling shares held by one group of shareholders while leaving others unaffected, is a legitimate exercise of section 66, provided the requisite special resolution is passed and the affected shareholders are offered a fair and reasonable value. The tribunal’s review stays narrow: fairness of the value offered, majority approval, and whether the terms are so unreasonable as to shock judicial conscience. Companies should not read this as removing the need for a defensible valuation record, particularly where the affected shareholders are likely to object.

Q: Does DPIIT-recognised startup status give any exemption from the section 66 process? 
A: No. DPIIT recognition affects tax exemptions and certain compliance relaxations elsewhere in the Companies Act, but it does not exempt a recognised startup from the special resolution, creditor consent, or NCLT confirmation requirements under section 66.

Q: What happens if the NCLT rejects or the company withdraws the petition? 
A: The company can withdraw the petition at any stage before the order is passed, as several listed companies have done when circumstances changed after filing. A rejected or withdrawn petition means the professional fees and filing costs already incurred are sunk, and the company must re-file from RSC-1 if it wants to pursue the reduction again.

Q: Can an NCLT order confirming or rejecting a capital reduction be appealed? 
A: Yes. Either party can appeal to the National Company Law Appellate Tribunal (NCLAT) within 45 days of the order under section 421 of the Companies Act, 2013, with a further 45-day extension available on sufficient cause. This matters most for a non-uniform or selective reduction, where an aggrieved shareholder is more likely to challenge the order.

Q: How does a pending capital reduction affect an incoming investor’s due diligence? 
A: Investors typically want the reduction either fully completed, with the ROC’s RSC-7 certificate on file, or cleanly disclosed as a pending step with its own timeline, before closing a fresh round. A reduction stuck mid-process, particularly one with an unresolved creditor objection, is a common diligence flag that can delay or reprice a term sheet.

Q: Are preference shareholders or ESOP holders treated differently in a capital reduction? 
A: Preference share redemption generally follows section 55 of the Companies Act, 2013 rather than section 66, so a scheme touching only preference capital may not need the full NCLT process depending on structure. ESOP holders who have not yet exercised are not shareholders and are not directly affected by a section 66 reduction, though the reduction can change the post-exercise dilution math and should be modelled into the cap table before the scheme is finalised.

Q: Can a company reduce both equity share capital and securities premium in the same scheme? 
A: Yes. Section 52 of the Companies Act, 2013 treats the securities premium account as paid-up share capital for reduction purposes, so a scheme covering both follows the same section 66 process, provided the auditor’s certificate and creditor list reflect the combined amount.

Q: Is shareholder approval needed in addition to the special resolution if the reduction affects different classes of shares unequally? 
A: Yes, where the reduction varies the rights of one class differently from another, for instance cancelling only a portion of preference capital while leaving equity untouched. Section 48 of the Companies Act, 2013 requires the consent of at least three-fourths of the issued shares of that affected class, obtained in writing or through a resolution passed at a separate meeting of that class, in addition to the overall special resolution passed by the general body.

Regulatory references

• Companies Act, 2013, Section 66: reduction of share capital and NCLT confirmation
• Companies Act, 2013, Section 66(6): exclusion of buybacks under section 68 from section 66
• Companies Act, 2013, Section 66(8) and (9): member contribution liability where a creditor is omitted from the list
• Companies Act, 2013, Section 52: treatment of securities premium account as paid-up capital for reduction
• Companies Act, 2013, Section 68: conditions and limits for a buyback of securities
• Companies Act, 2013, Section 61: alteration of authorised share capital (Form SH-7 route, outside NCLT)

External sources

• Ministry of Corporate Affairs
• Reserve Bank of India
• SEBI
• Income Tax India

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