Reduction of Share Capital

A reduction of share capital lets a company lower its total issued shares without needing approval from every single shareholder.
What is Capital Reduction?
3 mins read
02-June-2025

Capital reduction is defined as the process of decreasing a company’s shareholding equity through share cancellations and share repurchases. Companies may undertake capital reduction for various reasons, including restructuring, mergers and acquisitions, and increasing shareholder value. In India, capital reduction falls under the purview of the Companies Act of 2013. If you have just started investing in stock market, it's crucial to understand the meaning of capital reduction, its rationale, and its impact.

Capital Reduction, also known as reduction of share capital, is a process where a company lowers its total issued capital. This doesn't require approval from every individual shareholder. A common way to do this is through a share buy-back, where the company purchases its own shares from existing shareholders. This helps reduce the number of shares in circulation and can be used to return excess funds to investors or improve the company's financial structure.

Key takeaways

  • Capital reduction involves decreasing a company's shareholder equity, which can be executed through measures such as share cancellations, paid-back capital, or share buybacks.
  • Companies undertake capital reductions for various reasons, including increasing shareholder value, improving earnings per share (EPS), or streamlining their capital structure for better efficiency.
  • The process of capital reduction must adhere to legal requirements, ensuring the company completes all necessary procedural steps to lawfully implement the reduction.

How does capital reduction work?

Companies can undertake capital reduction in one of two ways:

  • Pay back the amount the shareholders paid in acquiring the company’s shares.
  • Cancelling a certain number of shares.

The decision for capital reduction does not require permission from each shareholder. In other words, the company can return the capital to shareholders without their consent. That said, companies are required to comply with certain regulations and follow a set process when implementing capital reduction. Here’s a step-by-step guide on how capital reduction works:

  • The company must send a notice to its creditors outlining the capital reduction resolution.
  • Next, the company must submit an application for the decrease in share capital within a stipulated period after the publication of the initial notice.
  • Once the share capital reduction decision is noted in the commercial register, the company has to disburse the capital amount to its shareholders within a few months.

Note: While these are the general steps to capital reduction, the specifics may vary depending on the country in question. Different countries may have different sets of rules and compliance regulations vis-a-vis share capital reduction.

Pro tip

Invest in equities, F&O, and upcoming IPOs effortlessly by opening a Demat account online. Enjoy a free subscription for the first year with Bajaj Broking.

Why does capital reduction take place?

Capital reduction may be undertaken for various reasons, such as restructuring the company, returning excess capital to shareholders, improving capital efficiency, writing off accumulated losses, or increasing dividend payouts. It helps streamline the balance sheet and enhance shareholder value by aligning capital structure with the company’s financial requirements:

  • Establishing distributable reserves.
  • Pay dividends in the future.
  • Returning surplus capital back to shareholders.
  • Facilitate corporate restructuring.
  • While undergoing a de-merger.
  • Reducing paid-up or unpaid shares.
  • Meet revenue loss.
  • Return excess capital to shareholders.

What are the benefits of capital reduction?

Capital reduction helps lower the equity share capital of a company. It can be a prudent strategy that offers various benefits to the company in question. Here’s why capital reduction is beneficial:

  • Enables the company to return surplus capital to shareholders.
  • Allows elimination of accumulated losses, improving the company’s net worth.
  • Enhances earnings per share (EPS), increasing shareholder value.
  • Provides a transparent picture of the company’s financial health.
  • Helps in achieving an efficient and lean capital structure.

Reasons for capital reduction

When accounting for capital reduction, companies put forward a range of reasons. We have discussed the most crucial ones below:

  • Dealing with accumulated losses: Capital reduction can help companies deal with accumulated losses on the balance sheet.
  • Improve financial ratios: Lowering equity base leads to higher ROE or return on equity if profits remain stable.
  • Return capital to shareholders: Giving surplus capital back to shareholders can help boost confidence among shareholders, demonstrating proactive financial management.
  • Corporate restructuring: Companies may use capital reduction strategies when undergoing mergers and acquisitions. This helps realign the company structure with the current operations and future goals.
  • Efficient capital structure: Capital reduction can help remove idle or ineffectively used capital and make the capital structure much more manageable and efficient.
  • Regulatory compliance: Sometimes, capital reduction can be undertaken to ensure compliance with regulatory requirements like changes in the rules relating to the distributable reserves limit of a company.
  • Avoiding diluting value: Capital reduction can help when the market value of a company is less than its stated capital. It can realign the book value of the firm with its market value, avoiding diluting value for its existing shareholders.

Example of capital reduction

Suppose you hold 1,000 shares with a face value of ₹10 each. Due to accumulated losses, the company reduces the face value to ₹6 per share. Your nominal capital drops from ₹10,000 to ₹6,000. Although the market value may remain unaffected, your capital on record reduces to reflect a healthier balance sheet.

What is the difference between buyback and capital reduction?

Both capital reduction and share buyback are common strategies used by companies to reduce share capital. The primary difference between the two lies in how they handle the shares. Here’s a quick break-down of the differences between these two strategies to clarify things further:

  • Capital reduction lowers the company’s share capital by making payments to shareholders out of its capital. Share buybacks reduce a company’s share capital by repurchasing its own shares from the shareholders.
  • Companies do not require the consent of shareholders to implement capital reduction. For share buybacks, shareholders offered a buyback can evaluate the offer and decide if they wish to sell or retain their shares. In other words, shareholders can object to share buybacks.

Regulatory framework for capital reduction in India

Section 66 of the Companies Act permits companies limited by shares or by guarantee with share capital to reduce their share capital by passing a special resolution, subject to NCLT approval. The reduction may occur in several ways: (a) Extinguishing unpaid capital—where the liability on uncalled capital is cancelled without affecting voting rights; (b)(i) Cancelling deteriorated capital—where paid-up capital not backed by assets is written off to reflect true asset value; (b)(ii) Paying excess paid-up capital—where surplus capital is returned to shareholders. This provision enables a company to clean up its balance sheet, optimise capital structure, and improve financial transparency, either by cancelling, extinguishing, or repaying share capital, depending on the company’s needs and shareholder interests.

Conclusion

Capital reduction accounts for a strategic tool companies leverage to lower their share capital and meet various goals. By lowering share capital via share cancellations or other such strategies, companies can boost their distributable reserves and better manage equity.

Read More Articles:

What is Capital Adequacy Ratio (CAR)

What is Capital Market

What is Capital Gains in Share Market

What is Return on Capital Employed (ROCE)?

Bajaj Finserv app for all your financial needs and goals

Trusted by 50 million+ customers in India, Bajaj Finserv App is a one-stop solution for all your financial needs and goals.

You can use the Bajaj Finserv App to:

  • Apply for loans online, such as Instant Personal Loan, Home Loan, Business Loan, Gold Loan, and more.
  • Invest in fixed deposits and mutual funds on the app.
  • Choose from multiple insurance for your health, motor and even pocket insurance, from various insurance providers.
  • Pay and manage your bills and recharges using the BBPS platform. Use Bajaj Pay and Bajaj Wallet for quick and simple money transfers and transactions.
  • Apply for Insta EMI Card and get a pre-qualified limit on the app. Explore over 1 million products on the app that can be purchased from a partner store on Easy EMIs.
  • Shop from over 100+ brand partners that offer a diverse range of products and services.
  • Use specialised tools like EMI calculators, SIP Calculators
  • Check your credit score, download loan statements and even get quick customer support—all on the app.

Download the Bajaj Finserv App today and experience the convenience of managing your finances on one app.

Do more with the Bajaj Finserv App!

UPI, Wallet, Loans, Investments, Cards, Shopping and more

Disclaimer

1. Bajaj Finance Limited (“BFL”) is a Non-Banking Finance Company (NBFC) and Prepaid Payment Instrument Issuer offering financial services viz., loans, deposits, Bajaj Pay Wallet, Bajaj Pay UPI, bill payments and third-party wealth management products. The details mentioned in the respective product/ service document shall prevail in case of any inconsistency with respect to the information referring to BFL products and services on this page.

2. All other information, such as, the images, facts, statistics etc. (“information”) that are in addition to the details mentioned in the BFL’s product/ service document and which are being displayed on this page only depicts the summary of the information sourced from the public domain. The said information is neither owned by BFL nor it is to the exclusive knowledge of BFL. There may be inadvertent inaccuracies or typographical errors or delays in updating the said information. Hence, users are advised to independently exercise diligence by verifying complete information, including by consulting experts, if any. Users shall be the sole owner of the decision taken, if any, about suitability of the same.

Standard Disclaimer

Investments in the securities market are subject to market risk, read all related documents carefully before investing.

Research Disclaimer

Broking services offered by Bajaj Financial Securities Limited (BFSL) | Registered Office: Bajaj Auto Limited Complex , Mumbai –Pune Road Akurdi Pune 411035 | Corporate Office: Bajaj Financial Securities Ltd,1st Floor, Mantri IT Park, Tower B, Unit No 9 & 10, Viman Nagar, Pune, Maharashtra 411014| CIN: U67120PN2010PLC136026| SEBI Registration No.: INZ000218931 | BSE Cash/F&O (Member ID: 6706) | DP registration No : IN-DP-418-2019 | CDSL DP No.: 12088600 | NSDL DP No. IN304300 | AMFI Registration No.: ARN – 163403|

Research Services are offered by Bajaj Financial Securities Limited (BFSL) as Research Analyst under SEBI Regn: INH000010043. Kindly refer to www.bajajfinservsecurities.in for detailed disclaimer and risk factors

This content is for educational purpose only.

Details of Compliance Officer: Ms. Kanti Pal (For Broking/DP/Research)|Email: compliance_sec@bajajfinserv.in/Compliance_dp@bajajfinserv.in |Contact No.: 020-4857 4486 |

Investment in the securities involves risks, investor should consult his own advisors/consultant to determine the merits and risks of investment.

Frequently asked questions

What is the meaning of reduced capital?

Reduced capital refers to a decrease in a company’s share capital, usually achieved through cancellation of shares, reduction in face value, or repayment to shareholders. It helps in restructuring finances, writing off losses, or returning surplus funds, thereby improving the company's financial health and aligning capital with actual requirements.

What is another name for capital reduction?
Return of capital is another common term used to signify capital reduction in the finance world.
Is capital reduction the same as dividend?

No, capital reduction and dividends are different. Capital reduction involves restructuring the company’s share capital, often to write off losses or return excess funds. Dividends, on the other hand, are profit distributions made from retained earnings. Unlike dividends, capital reduction may also involve cancellation of shares or reduction in face value.

Is capital reduction a debit or credit?

Capital reduction typically results in a debit to the share capital account and a credit to either accumulated losses, reserves, or shareholders’ accounts, depending on the nature of the transaction. It is an accounting adjustment that decreases the share capital shown on the balance sheet to reflect the revised capital structure.

What is an example of a capital reduction?

An example of capital reduction is when a company reduces the face value of shares from ₹10 to ₹6 to eliminate past losses. Shareholders still hold the same number of shares, but their nominal capital reduces. This helps the company clean up its balance sheet without affecting ownership structure.

Show More Show Less