# Reduction of Share Capital: Post-Tribunal Order Procedures (Sec 66)
Once NCLT approves a reduction of share capital, several procedural and substantive consequences follow. This lesson covers the post-order workflow, member/creditor liability, and officer accountability.
## 1. Filing with the Registrar of Companies (ROC)
- Time limit: Within 30 days of the Tribunal's order, the company must file a certified copy of the order and an approved minute with the ROC.
- Contents of the Minute must state:
- Total share capital after reduction
- Number of shares and their division
- Value of each share
- Paid-up amount per share (if any)
- ROC action: Registers the reduction and issues a certificate confirming the change.
## 2. No Further Liability on Members (General Rule)
Past and present members are not liable for any additional payments on their shares. Their only liability is the difference (if any) between:
- The amount paid on the share, AND
- The reduced amount deemed paid as per the Tribunal's order.
## 3. Creditor's Right to Object — When Creditor was Ignored
If a creditor entitled to object did not object because of ignorance or was omitted from the creditors' list, AND the company defaults under Sec 6 of IBC, 2016, the law provides protection:
### If the Company Still Exists
- Every person who was a member at the time of registration of the Tribunal's order is liable to contribute towards that debt/claim.
- Contribution capped at the amount they would have been liable for had the company been wound up immediately before the order date.
### If the Company is Wound Up
- The aggrieved creditor can apply to the Tribunal for inclusion in the list of contributories.
- Tribunal may settle the list, issue calls, and enforce payments like a normal winding-up.
## 4. Liability of Officers (Sec 447 Fraud)
An officer is liable u/s 447 if they:
- Knowingly conceal the name of a creditor entitled to object
- Misrepresent the nature/amount of a creditor's debt
- Are aware of and abet such concealment or misrepresentation
## 5. Overriding Provision
Section 68 (Buyback) has overriding effect over Section 66 (Reduction of Capital). Where both could apply, Sec 68 procedures govern.
## Quick Recap
| Aspect | Rule |
|---|---|
| ROC filing | Certified copy + minute within 30 days |
| Member's general liability | Nil beyond reduced paid-up amount |
| Creditor protection trigger | Ignorance/omission + IBC Sec 6 default |
| Officer liability | Sec 447 (fraud) for concealment |
| Override | Sec 68 prevails over Sec 66 |