Reduction of Share Capital under Section 66: NCLT Petition, Form RSC-1, Creditor Consents & Section 2(22)(d) Deemed Dividend Tax Guide

Executive Overview & Quick Highlights

In corporate financial engineering and balance sheet restructuring, capital reduction under Section 66 of the Companies Act, 2013 serves as a powerful statutory mechanism. Unlike a share buyback under Section 68—which is subject to strict statutory ceilings (capped at 25% of paid-up capital and free reserves) and cannot be utilized to wipe out accumulated operational losses—Section 66 permits a company limited by shares to reduce its share capital in any manner whatsoever, subject to approval by a special resolution of shareholders and judicial confirmation by the National Company Law Tribunal (NCLT).

Capital reduction is traditionally deployed for two diametrically opposed commercial objectives: (i) an internal financial cleanup (often termed a "clean-slate restructuring"), where a company cancels paid-up share capital that has been lost or is unrepresented by available assets to write off accumulated debit balances in the profit and loss account, enabling the resumption of dividend distributions; or (ii) a cash-return restructuring, where a cash-rich company with surplus capital in excess of its operating requirements repays paid-up share capital to its shareholders.

However, capital reduction is fraught with procedural and tax complexities. Procedurally, the NCLT framework enforces rigorous safeguards to protect creditors under the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016. Every creditor possesses a statutory right to object to the petition, requiring companies to either secure their debts or obtain formal written consents. Tax-wise, distributions of cash or assets trigger complex direct tax consequences under Section 2(22)(d) of the Income-tax Act, 1961. Any distribution to shareholders upon capital reduction is treated as a deemed dividend to the extent the company possesses accumulated profits, taxable in the hands of shareholders at slab rates with mandatory TDS under Section 194. Any surplus distribution beyond accumulated profits is evaluated as capital gains or losses under Section 45, governed by the landmark Supreme Court ruling in Kartikeya V. Sarabhai.

Leveraging specialized corporate finance and tax compliance engines like assureFinancials and assureTax within the assureOffice ecosystem enables corporate management, legal counsel, and practicing chartered accountants to model capital restructuring, draft compliant NCLT petitions, and manage tax withholdings with precision.

Core Highlights of the Capital Reduction Regime

• Broad Statutory Scope: Section 66 authorizes three distinct modes of reduction: extinguishing uncalled liability on shares, cancelling lost capital unrepresented by assets, and paying off surplus paid-up capital.
• Mandatory NCLT Confirmation: A capital reduction cannot take effect upon mere shareholder approval. It requires a formal petition in Form RSC-1, regulatory notices to the Regional Director (RD), Registrar of Companies (ROC), and creditors, culminating in an NCLT Sanction Order in Form RSC-6.
• Absolute Creditor Protection: Under Section 66(2), every creditor entitled to any debt or claim is entitled to object. The Tribunal will not confirm the reduction unless debts are discharged, secured, or creditor consent is obtained.
• Accounting Standard Compliance Certificate: Under the proviso to Section 66(3), no application for capital reduction shall be sanctioned by the NCLT unless the company's statutory auditor certifies that the accounting treatment conforms to prescribed Accounting Standards under Section 133.
• Section 2(22)(d) Deemed Dividend Taxation: Any money or asset distributed to shareholders upon capital reduction is deemed to be a dividend to the extent of the company's accumulated profits (capitalized or not), subject to withholding tax under Section 194.
• Capital Loss Entitlement: The Supreme Court established that cancellation or reduction of shares represents a "transfer" under Section 2(47), entitling shareholders to claim a legitimate capital loss if consideration received is less than the indexed cost of acquisition.

Detailed Statutory Architecture & Legislative Logic

The statutory architecture governing capital reduction is codified in Section 66 of the Companies Act, 2013, read with the NCLT (Procedure for Reduction of Share Capital of Company) Rules, 2016. Section 66 balances corporate flexibility with creditor security. The capital of a limited liability company represents the primary security upon which trade creditors, lenders, and debenture holders extend credit. Consequently, Parliament enacted strict procedural guardrails to ensure that share capital cannot be diminished to the detriment of third-party claimants.

Section 66(1) provides that 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 special resolution, reduce the share capital in any manner and in particular may:

1. Extinguish or reduce the liability on any of its shares in respect of share capital not paid-up (Clause a); or
2. Either with or without extinguishing or reducing liability on any of its shares:
   • Cancel any paid-up share capital which is lost or is unrepresented by available assets (Clause b(i)); or
   • Pay off any paid-up share capital which is in excess of the wants of the company (Clause b(ii)).

Comparative Analysis: Capital Reduction vs Buyback vs Scheme of Arrangement

Parameter	Reduction of Capital (Section 66)	Share Buyback (Section 68)	Scheme of Arrangement (Sections 230-232)
Judicial Sanction Required	Mandatory NCLT approval via Form RSC-1	None; purely board/shareholder approval	Mandatory NCLT approval via Form CAA-1
Quantum Limitations	No ceiling; can reduce any percentage (up to 100%)	Strictly capped at 25% of paid-up capital & free reserves	No ceiling; structured per commercial scheme
Creditor Consent / Objections	Statutory right of every creditor to object; debts must be secured	No creditor meeting or consent required; solvency test applies	Meeting of creditors required; 75% value approval threshold
Wiping Out Accumulated Losses	Fully permitted against equity or securities premium	Strictly prohibited; buyback cannot absorb P&L losses	Permitted through internal capital reorganization
Direct Tax Treatment on Cash Return	Sec 2(22)(d) Deemed Dividend (up to accumulated profit) + Sec 45 Capital Gain	Taxed as Deemed Dividend u/s 2(22)(f) post-Finance Act 2024	Depends on structure (Demerger / Slump Sale / Capital Reduction)
Standard Execution Timeline	5 to 8 months from filing to registration	1 to 2 months from board resolution to completion	8 to 14 months across multi-stage hearings

Deep-Dive Technical Mechanics & Multi-Act Interplay

1. Step-by-Step NCLT Procedural Workflow (Rules 2 to 6)

Executing a capital reduction petition requires meticulous adherence to the NCLT Reduction of Share Capital Rules, 2016:

• Step 1: Board & Shareholder Approval: The Board of Directors approves the draft scheme of reduction. A general meeting is convened to pass a Special Resolution under Section 66(1).
• Step 2: Filing Form RSC-1: Within 15 days of passing the resolution, the company files an application in Form RSC-1 before the jurisdictional NCLT bench, accompanied by: (i) a list of creditors certified by the Managing Director no older than 15 days prior to filing; (ii) an auditor's certificate confirming that the company is not in arrears in the repayment of deposits or interest under Section 73; and (iii) an auditor's certificate verifying that accounting treatment conforms to Section 133 standards.
• Step 3: Directions & Notice Issuance (Form RSC-2): Within 15 days of filing, the Tribunal issues directions to serve notice on the Central Government (Regional Director), Registrar of Companies, SEBI (for listed companies), and individual notices to every creditor listed in Form RSC-1 within three months.
• Step 4: Public Advertisement (Form RSC-4): Notice of petition is published in an English national daily and a vernacular newspaper circulating in the district of the registered office.
• Step 5: Securing Creditors & Final Hearing: If any creditor objects, the Tribunal may direct the company to pay off the debt or provide security (such as an escrow bank guarantee). Upon hearing the representation of the RD and ROC, the NCLT passes a final Sanction Order in Form RSC-6.
• Step 6: ROC Registration via Form INC-28: Under Section 66(5), the company must produce a certified copy of the NCLT order and a minute approved by the Tribunal before the Registrar of Companies within 30 days, filing Form INC-28. The reduction takes legal effect only upon the ROC issuing a Certificate of Registration in Form RSC-7.

2. Tax Mechanics under Section 2(22)(d) and Section 45

Where capital reduction involves a cash payout or transfer of assets to shareholders, the direct tax framework creates a dual-tier characterization:

Tier 1: Deemed Dividend under Section 2(22)(d):
Under Section 2(22)(d), "dividend" includes:

"any distribution to its shareholders by a company on the reduction of its capital, to the extent to which the company possesses accumulated profits which arose after the end of the previous year ending next before the 1st day of April, 1933, whether such accumulated profits have been capitalized or not."

Following the abolition of Dividend Distribution Tax (DDT) by the Finance Act, 2020, deemed dividends are taxable directly in the hands of shareholders at their applicable progressive tax slab rates (up to 39% for individuals, or 22%/30% for corporate shareholders). Under Section 194, the company must withhold TDS at 10% on payments exceeding ₹5,000 made to resident shareholders.

Tier 2: Capital Gains / Capital Loss under Section 45:
If the cash consideration distributed to a shareholder exceeds the company's accumulated profits, the excess consideration is treated as capital consideration for the surrender/reduction of shares.

In the landmark ruling of Kartikeya V. Sarabhai v. CIT (1997) 228 ITR 163 (SC), the Supreme Court held that when a company reduces the face value of its shares and returns capital, there is a proportionate extinguishment of the shareholder's rights in the shares, constituting a "transfer" under Section 2(47). Consequently, capital gain or loss is computed under Section 48 by deducting the proportionate cost of acquisition from the non-dividend consideration. Where no cash is paid (e.g., writing off lost capital against accumulated losses), the shareholder realizes a capital loss, which can be carried forward under Section 74 to offset future capital gains.

3. Accounting Treatment: Eliminating Losses without Cash Outflow

In clean-slate restructurings, the company cancels shares to wipe out historical losses. The standard journal entries under Ind AS / Indian GAAP are:

1. Debit: Equity Share Capital Account (Face Value Reduced)
2. Credit: Capital Reduction Reserve / Reconstruction Account
3. Debit: Capital Reduction Reserve / Reconstruction Account
4. Credit: Retained Earnings / Profit & Loss Account (Debit Balance Eliminated)

Because there is zero distribution of cash or assets to shareholders, Section 2(22)(d) does not apply. The balance sheet reflects a clean net worth, restoring the enterprise's eligibility for commercial bank borrowings and government tenders.

Real-World Practical Challenges & Worked Numerical Case Studies

Case Study 1: Clean-Slate Capital Reduction to Eliminate Accumulated Losses

Context: NexaTech Manufacturing Private Limited suffered severe early-stage operational losses. As of March 31, 2026, its balance sheet reflects:

• Paid-Up Equity Share Capital: 10,00,000 Equity Shares of ₹100 each = ₹10,00,00,000
• Debit Balance in Profit & Loss Account (Accumulated Losses): (₹7,50,00,000)
• Net Net Worth: ₹2,50,00,000

Restructuring Scheme:

The company decides to reduce the paid-up value of each share from ₹100 to ₹25, cancelling ₹75 per share as lost capital unrepresented by assets under Section 66(1)(b)(i).

Accounting & Tax Impact:

• Capital Cancelled: 10,00,000 Shares × ₹75 = ₹7,50,00,000
• The ₹7.50 Crore is credited to Capital Reduction Account and utilized to extinguish the (₹7.50 Crore) accumulated loss.
• Post-reduction Capital: 10,00,000 Shares of ₹25 each = ₹2,50,00,000; Accumulated Losses: Nil.
• Tax Consequences: Since no consideration or asset is distributed to shareholders, Section 2(22)(d) deemed dividend is zero. The company achieves a completely clean balance sheet without tax incidence.

Case Study 2: Cash Payout on Capital Reduction and Deemed Dividend Allocation

Context: CashRich Solutions Private Limited has paid-up equity capital of ₹5,00,00,000 (5,00,000 shares of ₹100 each) held by two resident individual promoters (A and B, 50% each). The company possesses accumulated free reserves and profits of ₹3,00,00,000. It decides to reduce its capital by 40%, returning ₹40 per share in cash (total distribution: ₹2,00,00,000).

Financial & Tax Deconstruction under Section 2(22)(d):

• Total Distribution to Shareholders: ₹2,00,00,000
• Accumulated Profits Possessed by Company: ₹3,00,00,000
• Since accumulated profits (₹3.00 Cr) exceed total distribution (₹2.00 Cr), the entire distribution of ₹2,00,00,000 is deemed to be a dividend under Section 2(22)(d).

Tax & Withholding Impact:

• Promoter A receives ₹1,00,00,000; Promoter B receives ₹1,00,00,000.
• TDS under Section 194 @ 10%: The company must deduct ₹10,00,000 from each promoter, remitting ₹90,00,000 net.
• Tax in Hands of Promoters: Taxed at highest personal slab rate (39% including surcharge/cess): Each promoter pays ₹39,00,000 in income tax, adjusting ₹10,00,000 TDS credit.
• Capital Gains Aspect: Because the entire consideration was taxed as deemed dividend, capital gains consideration is treated as Nil.

Case Study 3: Distribution Exceeding Accumulated Profits (Dual-Tier Tax Split)

Context: Apex Infrastructure Private Limited decides to return surplus land sale proceeds by reducing its share capital. It distributes ₹6,00,00,000 in cash to its sole corporate shareholder, InfraHoldings Limited. On the date of reduction, the company's balance sheet reflects accumulated profits of ₹2,50,00,000. The shareholder originally acquired the cancelled shares for ₹2,00,00,000 (indexed cost: ₹2,80,00,000).

Bifurcation between Deemed Dividend and Capital Gains:

1. Deemed Dividend Component (Section 2(22)(d)): Capped at the accumulated profits of ₹2,50,00,000. This is taxed in InfraHoldings Limited's hands as dividend income under Section 56(2)(i) at the corporate tax rate of 22% (+ 10% Surcharge + 4% Cess = 25.168%), with TDS of 10% u/s 194. (Tax: ₹62,92,000).
2. Capital Consideration Component: Total Distribution – Deemed Dividend = ₹6,00,00,000 – ₹2,50,00,000 = ₹3,50,00,000.
3. Capital Gain Computation under Section 45:
   • Full Value of Consideration: ₹3,50,00,000
   • Less: Indexed Cost of Acquisition: ₹2,80,00,000
   • Net Long-Term Capital Gain: ₹70,00,000
   • Tax on LTCG @ 12.5% + Surcharge + Cess = ₹9,19,100

This demonstrates the critical necessity of calculating accumulated profits prior to fixing reduction payouts.

Case Study 4: Creditor Objection and Tribunal Escrow Orders

Context: Matrix Heavy Castings Limited filed Form RSC-1 to return ₹15,00,00,000 to shareholders. A raw material supplier with an outstanding disputed claim of ₹1,80,00,000 filed a formal objection before the NCLT under Section 66(2), asserting that reducing capital would jeopardize debt recovery.

NCLT Jurisprudence & Resolution:

Under Section 66(3), the NCLT cannot sanction a reduction if a creditor objects, unless the claim is discharged or secured. Matrix proposed that since the debt was disputed in commercial court, the objection should be dismissed. The NCLT rejected Matrix's plea, ruling that Section 66 protects all creditors regardless of dispute status. The Tribunal directed Matrix to deposit ₹1,80,00,000 into a dedicated interest-bearing escrow account with a nationalized bank pending commercial arbitration. Upon verifying the escrow bank certificate, the NCLT sanctioned the capital reduction.

Case Study 5: Selective Capital Reduction and Minority Shareholder Squeeze-Out

Context: Alpha Retail Private Limited proposed a "Selective Capital Reduction" to extinguish the 15% shareholding held by 45 non-promoter angel investors, paying them ₹120 per share (supported by a Registered Valuer report), while leaving the 85% promoter shareholding untouched.

NCLAT Precedents on Selective Reduction:

Minority shareholders objected, alleging that selective reduction was being used as an oppressive squeeze-out mechanism under Section 241/242. The National Company Law Appellate Tribunal (NCLAT) in Cadbury India and Sterlite Industries held that selective capital reduction is legally permissible under Section 66, provided: (i) the special resolution is passed by a valid majority; (ii) the valuation is fair, independent, and certified by a Registered Valuer; and (iii) the scheme is not fraudulent or designed to expropriate minority rights at an undervalue. The NCLT verified that the ₹120 valuation incorporated a 25% premium over Fair Market Value, and confirmed the selective reduction.

Case Study 6: Cross-Border Capital Reduction and DTAA Article 10 Withholding

Context: Indo-Dutch Logistics Private Limited is a wholly owned subsidiary of a Dutch holding company (Amsterdam B.V.). Indo-Dutch reduces its share capital, returning ₹20,00,00,000 to Amsterdam B.V. The company possesses accumulated profits of ₹12,00,00,000.

Withholding Tax Analysis:

• Deemed Dividend under Section 2(22)(d): ₹12,00,00,000
• Domestic Tax Rate under Section 115A: 20% + Surcharge (5%) + Cess (4%) = 21.84%
• Tax Treaty Rate under India-Netherlands DTAA (Article 10): 10% (subject to TRC, Form 10F, and Beneficial Ownership certification)
• Withholding Tax Deducted: ₹12,00,00,000 × 10% = ₹1,20,00,000
• Balance Capital Return: ₹8,00,00,000 (Capital consideration; exempt from tax under DTAA Article 13(5) alienator residency rule)

The company files Form 15CA and Form 15CB certified by a Chartered Accountant, enabling seamless foreign remittance through the Authorized Dealer Bank.

Case Study 7: Impact on Bank Debt-Equity Loan Covenants

Context: PowerGrid Cables Limited obtained a ₹100 Crore consortium term loan carrying a strict financial covenant: "Total Debt-to-Equity Ratio shall not exceed 2.0:1 at any time."

The Balance Sheet Distortion:

Prior to reduction: Total Debt = ₹80 Crore; Net Worth (Equity + Reserves) = ₹50 Crore. Debt-Equity Ratio = 1.6:1 (Compliant). The CFO plans a ₹20 Crore cash capital reduction. If executed: Net Worth drops to ₹30 Crore. Debt-Equity Ratio swells to ₹80 Crore / ₹30 Crore = 2.67:1, triggering an immediate loan covenant breach, enabling the bank consortium to recall the entire ₹80 Crore loan and levy 2% penal interest. Using assureFinancials, the finance team detects the covenant breach in advance and negotiates an amended covenant threshold of 2.75:1 with lenders prior to filing Form RSC-1.

Step-by-Step Audit & Compliance Verification Checklist

Corporate restructuring teams should execute this systematic 10-step protocol to manage Section 66 capital reduction filings:

Step	Verification Action Item	Responsible Stakeholder	Statutory Reference
1	Verify Articles of Association (AOA) contain explicit power enabling capital reduction	Company Secretary	Section 66(1) Enabling Clause
2	Convene Board Meeting and pass Special Resolution with 75% shareholder majority	Board of Directors	Section 66(1) / Section 114
3	Prepare list of creditors certified by MD and auditor no older than 15 days prior to filing	Statutory Auditor	Rule 2(2) NCLT Rules, 2016
4	Obtain statutory auditor certificate confirming zero deposit arrears and accounting standard compliance	Chartered Accountant	Section 66(3) Proviso
5	File Form RSC-1 petition on NCLT e-filing portal with prescribed court fees	NCLT Legal Counsel	Rule 2(1) NCLT Rules, 2016
6	Issue individual notices in Form RSC-2 to RD, ROC, SEBI, and all creditors within 15 days of direction	Corporate Legal Team	Rule 3 NCLT Rules, 2016
7	Publish newspaper notices in English and vernacular papers in Form RSC-4	Secretarial Team	Rule 3(1)(b) NCLT Rules
8	Address creditor representations; provide bank guarantees or discharge objecting debts	CFO / Corporate Controller	Section 66(3)(a)
9	Attend final hearing, obtain NCLT Sanction Order in Form RSC-6, and file Form INC-28 with ROC	assurePractice Team	Section 66(5) / 30-Day Rule
10	Compute Section 2(22)(d) deemed dividend, deduct 10% TDS u/s 194, and file Form 26Q	assureTax Engine	Section 194 / Rule 31A

Workflow Integration with the assureOffice Ecosystem

Executing an NCLT capital reduction requires coordinating legal petitions, dynamic creditor balances, multi-tier accounting journal entries, and direct tax withholdings. The assureOffice suite unifies these workstreams:

• assureFinancials: Features advanced balance sheet reconstruction modules. It models the impact of capital reduction on financial ratios (debt-equity, current ratio, return on equity), verifies bank loan covenant thresholds, drafts capital reduction reserve journal entries, and reconciles creditor ledgers for Form RSC-1 attachments.
• assureTax: Houses dedicated deemed dividend computation engines. It analyzes historical accumulated profits, bifurcates payouts into Section 2(22)(d) deemed dividends versus Section 45 capital gains, calculates Section 194 TDS challans, and handles non-resident treaty withholding schedules under DTAA Article 10.
• assureNotice: Monitors MCA and NCLT cause lists, tracks Regional Director and ROC representation deadlines, digests stakeholder objections, and auto-populates response affidavits.
• assurePractice: Empowers corporate secretarial teams and practicing CAs to manage multi-stakeholder NCLT dockets, track creditor notice dispatch registers, and ensure timely filing of Form INC-28 within the mandatory 30-day window.

16 Detailed Practitioner FAQs

1. What is the fundamental difference between capital reduction under Section 66 and share buyback under Section 68?

Capital reduction requires mandatory NCLT confirmation, has no percentage cap, and can be used to write off accumulated losses. Share buyback does not require court approval, is strictly capped at 25% of paid-up capital and free reserves, and cannot be used to absorb losses.

2. Can a company reduce its capital without approaching the NCLT?

No. Under Section 66 of the Companies Act, 2013, any reduction of share capital must be confirmed by the National Company Law Tribunal (NCLT). Any reduction without NCLT sanction is null and void.

3. What are the three statutory modes of capital reduction under Section 66?

The three modes are: (i) extinguishing or reducing liability on uncalled share capital; (ii) cancelling paid-up share capital which is lost or unrepresented by available assets; and (iii) paying off paid-up share capital in excess of the wants of the company.

4. Can securities premium be utilized in a capital reduction scheme?

Yes. Under Section 52 read with Section 66, securities premium can be reduced or utilized to absorb accumulated losses, subject to the same NCLT confirmation process and creditor protections.

5. What is the statutory time limit for creditors to object to a capital reduction petition?

Under Section 66(2), creditors, the ROC, and the Regional Director have three months from the date of receipt of notice to file their representations or objections with the Tribunal.

6. What happens if a creditor objects to the capital reduction petition?

Under Section 66(3), the NCLT will not confirm the reduction unless the company either pays off the objecting creditor's debt or provides adequate security (such as an escrow bank guarantee) determined by the Tribunal.

7. What is the tax implication of capital reduction under Section 2(22)(d)?

Any distribution of cash or assets to shareholders upon capital reduction is treated as a deemed dividend to the extent of the company's accumulated profits (capitalized or not), taxable in shareholders' hands at individual slab rates.

8. Is TDS deductible on cash payouts made during capital reduction?

Yes. The company must deduct TDS under Section 194 at the rate of 10% on deemed dividend distributions exceeding ₹5,000 made to resident shareholders, or at 20% (plus surcharge and cess) or applicable DTAA rates under Section 195 for non-residents.

9. Can a shareholder claim a capital loss if shares are cancelled without consideration?

Yes. Under the Supreme Court ruling in Kartikeya V. Sarabhai, the cancellation or reduction of shares represents a transfer under Section 2(47), allowing the shareholder to claim a capital loss under Section 45, which can be carried forward under Section 74.

10. Can a company in default of deposit repayment execute a capital reduction?

No. The proviso to Section 66(1) explicitly prohibits any capital reduction if the company is in arrears in the repayment of any deposits accepted by it or the interest payable thereon under Section 73.

11. What form must be filed with the ROC after obtaining the NCLT sanction order?

Under Section 66(5), the company must file a certified copy of the NCLT order and the approved minute in Form INC-28 with the Registrar of Companies within 30 days of receiving the order.

12. When does the capital reduction legally take effect?

The reduction takes legal effect only upon the registration of the NCLT order and minute by the Registrar of Companies and the issuance of a Certificate of Registration in Form RSC-7 under Section 66(5).

13. Can a company reduce its share capital selectively for one group of shareholders?

Yes. Selective capital reduction is legally valid, provided it is approved by the requisite special majority, backed by a fair valuation from a Registered Valuer, and not designed as an oppressive or fraudulent squeeze-out of minority investors.

14. What certificate is required from the statutory auditor under Section 66(3)?

The statutory auditor must issue a certificate confirming that the accounting treatment proposed in the scheme of reduction conforms strictly to the Accounting Standards prescribed under Section 133 of the Companies Act.

15. Does capital reduction impact minimum public shareholding (MPS) norms for listed companies?

Yes. For listed companies, capital reduction must ensure that post-reduction public shareholding does not fall below the mandatory 25% threshold prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957.

16. What is the effect of capital reduction on the nominal face value of shares?

Depending on the scheme approved by the NCLT, the company may either reduce the face value of each share (e.g., from ₹10 to ₹5 per share) or consolidate and cancel a specified number of shares while maintaining the original face value.