Reduction of Share Capital 92 Special resolution for reduction of share capital (1 ) Subject to confirmation by the court, a company may, if so authorized by its articles, by special resolution reduce its share capital in any way, and in particular, without prejudice to the generality of the foregoing power, may— (a ) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or (b ) either with or without extinguishing or reducing liability on any of its shares, cancel any paid -up share capital which is lost or unrepresented by available assets ; or (c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company; and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. (2 ) A special resolution under subsection (1 ) is in this Act referred to as “a resolution for reducing share capital”. 93 Application to court to confirm order, objections by creditors (1 ) Where a company has passed a resolution for reducing share capital it may apply to the court for an order confirming the reduction. (2 ) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any member of any paid -up share capital, and in any other case if the court so directs, the following provisions shall have effect, subject nevertheless to subsection (3)— (a ) every creditor of the company who at the date fixed by the court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company, shall be entitled to object to the reduction; (b ) the court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims and may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction; (c) where a creditor entered on the list whose debt or claim is not discharged or has not been determined does not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor on the company securing payment of his debt or claim by appropriating, as the court may direct, the fo llowing amount — (i) if the company admits the full amount of the debt or claim or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; (ii) if the company does not admit and is not willing to provide for the full amount of the debt or claim or if the amount is contingent or not ascertained, then an amount fixed by the court after the like inquiry and adjudication as if the company were being wound up by the court. (3 ) Where a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any member of any paid-up share capital, the court may, if having regard to any special circumstances of the case it thinks proper so to do, direct that subsection (2) shall not apply as regards any class or any classes of creditors. 94 Order confirming reduction The court, if satisfied, with respect to every creditor of the company who under section ninety-three is entitled to object to the reduction, that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit. 95 Registration of order and minute of reduction (1 ) The Registrar, on production to him of an order of the court confirming the reduction of the share capital of a company, and the delivery to him of a copy of the order and of a minute approved by the court, showing with respect to the share capital of the company, as altered by the order, the amount of the share capital, the number of shares into which it is to be divided and the amount of each share and the amount, if any, at the date of the regi stration deemed to be paid up on each share, shall register the order and minute. (2 ) On the registration of the order and minute, and not before, the resolution for reducing share capital as confirmed by the order so registered shall take effect. (3 ) Notice of the registration shall be published in such manner as the court may direct. (4 ) The Registrar shall certify under his hand the registration of the order and minute, and his certificate shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with and that the share capital of the company is such as is stated in the minute.