(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 its share capital in any manner and in particular, may—

1. extinguish or reduce the liability on any of its shares in respect of the share capital not paid-up;
2. either with or without extinguishing or reducing liability on any of its shares,—
   1. cancel any paid-up share capital which is lost or is unrepresented by available assets; or
   2. 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 creditors of the company and shall take into consideration the representations, if any, made to it by that Government, Registrar and the creditors within a period of three months from the date of receipt of the notice.

(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.

(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 sub-section (3) and of a minute approved by the Tribunal showing—

1. the amount of the share capital as altered by the order;
2. the number of shares into which it is to be divided;
3. the amount of each share; and
4. 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.