Presentation on theme: "Reduction of share capital. Limited by shares Limited by guarantee and having share capital Non – Applicability Buy-back of its own securities by."— Presentation transcript:
Reduction of share capital
Limited by shares Limited by guarantee and having share capital Non – Applicability Buy-back of its own securities by a company under section 68 of 2013
Special Resolution Confirmation by Tribunal
a) Extinguish/Reduce Liability on any unpaid shares or
B) Either with or without extinguishing or reducing liability on any of its shares,— a) cancel any paid-up share capital which is lost/is unrepresented by available assets; or b) pay off any paid-up share capital which is in excess of wants of the company
If company is in arrears in repayment of any deposits accepted by it, either before or after the commencement of this Act, or the interest payable thereon.
A certificate from company’s auditor stating the accounting treatment, proposed by the company for such reduction is in conformity with the accounting standards.
Tribunal Shall:- - Give notice of every application to CG, ROC and SEBI and the creditor’s. - Take into consideration the representations, if any, made to it within 3 months from date of receipt of the notice.
If no representation received - presumed that they have no objection. If Tribunal satisfied - debt or claim of every creditor has been discharged/determined/ secured/his consent is obtained – Tribunal can make order.
No application sanctioned unless accounting treatment, proposed by company for such reduction is in conformity with the AS or any other provision of this Act.
Publish order of confirmation in such manner as the Tribunal may direct. Submit certified copy of order and a minute approved by the Tribunal to the ROC within 30 days. ROC shall register the same and issue a certificate to that effect.
E-Form No. MGT-14 :- Filing of Special Resolutions, within 30 days E-Form No. INC-28 :- Notice of Order of the Court or any other competent authority, within 30 days E-Form No. MGT-14 :- Special Resolution for amend MOA and AOA, within 30 days
If any officer of the company - Knowingly conceals the name of any creditor entitled to object to the reduction or misrepresents the nature or amount of the debt or claim
Shall be punishable with imprisonment 6 months to 10 yrs. Fine not less than amount involved in the fraud, but may extend to 3 times the amount involved
If a company fails to publish order of confirmation of the reduction shall be punishable with fine not less than Rs.5 Lac but may extend to Rs.25 Lac.
Hold BM – consider and approve proposal of reduction of share. Hold AGM or EGM to consider and approve proposal of reduction of share capital. File E-Form No. MGT-14 with ROC within 30 days Discharge or determine - debt or claim of every creditor or said has been secured or obtain consent from every creditors.
Obtain a certificate from auditor stating accounting treatment, proposed by company for reduction is in conformity with AS and files same with Tribunal. Hold BM - Adopt order of confirmation of reduction and authorize director to publish order as directed by Tribunal and to submit the same with ROC.
Publish order of confirmation of the reduction in such manner as the Tribunal may direct. File E-Form No.INC-28 within 30 days Hold EGM to giving effect to Alteration of MOA / AOA. File E-Form No. MGT-14 with ROC within 30 days