CORAA

Certificate for Reduction of Share Capital — Section 66 (CA Issued, Word)

A CA-issued certificate supporting a company's reduction of share capital under Section 66 of the Companies Act, 2013, with the post-reduction capital computed automatically.

Free · CORAA original — SA-aligned
Updated 28 Jul 2026
Type
Certificate (not an audit opinion, not NCLT confirmation)
Computes
Original capital − reduction amount = post-reduction capital
Governing section
Sec 66, Companies Act 2013
UDIN
Required on every CA certificate
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Your firm — letterhead
Appears at the top of the document as the audit firm letterhead.
Used as the letterhead block.
Engagement details
The client and period this document is for.
What’s inside

An excerpt from the template.

CERTIFICATE FOR REDUCTION OF SHARE CAPITAL

This is to certify, in connection with the reduction of share capital of ___ (PAN: ___) by way of ___, the resulting share capital position, computed as set out below, based on the special resolution, NCLT petition papers and books of account produced before us and the information and explanations given to us.

We certify that, to the best of our knowledge and belief, the arithmetic of the reduction as reflected in the special resolution and books of account is as computed above, and that the reduction is being effected in the manner described, as at ___.

A reduction of capital under Section 66 requires confirmation by the National Company Law Tribunal (except for certain listed-company buybacks routed differently) — this certificate supports the company's petition with the arithmetic of the reduction; it does not itself constitute NCLT confirmation, nor does it address the separate solvency and creditor-consent conditions the Tribunal independently examines before confirming the reduction. This certificate does not constitute an audit opinion within the meaning of the Standards on Auditing.

↑ Excerpt only — the full template is what you download as Word
About this template

What you’re downloading, and when to use it.

This template follows the format published by the Institute of Chartered Accountants of India (ICAI) in the AASB Audit Working Paper Templates (June 2023), the authoritative reference for Indian statutory-audit documentation. Fill in your firm’s letterhead and the engagement details on the form above, click Download Word file, and you’ll get a fully formatted .docx ready to use.

Everything is generated in your browser and on a stateless API endpoint — no account, nothing stored on our servers. We’ll ask for a work email once before your first download so we can send you the file and the occasional relevant update; after that, downloads on this device are instant. Edit freely in Word, Google Docs or Pages before sending to your client.

Common questions

FAQs.

Does this certificate replace NCLT confirmation of the reduction?
No — Section 66 requires the National Company Law Tribunal to confirm the reduction (barring a narrow exception for certain buyback-linked reductions). This certificate supports the company's petition by confirming the arithmetic of the reduction; the Tribunal separately examines creditor objections, solvency, and fairness before confirming.
Do creditors need to be notified before a capital reduction?
Yes, in most cases — the Tribunal typically directs notice to creditors (and sometimes requires the Registrar and SEBI, for listed companies, to be heard) unless it dispenses with this on the facts, often where the company's auditor has certified that the list of creditors is correct and no creditor is likely to be affected. This certificate is distinct from that creditor-list certification, though firms sometimes issue both in the same engagement.
Which of the three reduction methods is most common for a private company?
Returning surplus capital (paying off capital in excess of the company's needs) and cancelling capital lost or unrepresented by available assets (used to clean up accumulated losses against capital) are both common; extinguishing liability on partly-paid shares is less frequent since most private companies issue fully-paid shares. State the specific method clearly, since the accounting and disclosure treatment differs between them.
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