Tag: Share Capital Transactions

Amalgamation refers to the process where two or more companies combine to form a single new entity or where one company absorbs another. It is undertaken to achieve various objectives such as expansion, increased market share, synergies, and economies of scale. In amalgamation, the assets and liabilities of the transferor company (or companies) are taken over by the transferee company. The shareholders of the transferor company are usually compensated through shares or other securities of the transferee company. Amalgamation can be in the nature of a merger or a purchase, depending on whether the companies continue their business as a going concern or not. It is regulated by legal frameworks such as the Companies Act and relevant accounting standards.

Reasons of Amalgamation:

• Economies of Scale

Amalgamation enables companies to achieve economies of scale by combining their resources, infrastructure, and operations. The larger volume of production often leads to reduced per-unit costs in manufacturing, marketing, and administration. Shared facilities and workforce help in reducing duplication of efforts and expenses. Bulk purchasing of raw materials and centralized operations also bring down procurement and operational costs. This makes the amalgamated entity more cost-efficient and competitive in the market. Additionally, the optimization of resources leads to better utilization of capacity and a stronger financial position, helping the company operate more profitably in the long term.

• Business Expansion

Amalgamation allows companies to expand their operations geographically and functionally. By joining forces, companies can enter new markets or strengthen their presence in existing ones without starting from scratch. This expansion can cover products, services, distribution channels, or customer bases. The combined entity may also gain access to new technology, R&D capabilities, or skilled employees. Expansion through amalgamation is often faster and less risky than organic growth. It enables companies to diversify their portfolios and reduce dependence on a single segment, thereby increasing growth potential and enhancing their competitive edge in both domestic and international markets.

• Elimination of Competition

Amalgamation can eliminate direct competition between companies operating in the same industry. When competitors merge, it leads to reduced price wars and market rivalry. This helps stabilize prices and improve profit margins. The combined entity often gains better control over market share and pricing power. By reducing competition, companies can focus more on innovation, customer satisfaction, and long-term strategic goals rather than short-term survival tactics. Additionally, amalgamation helps prevent hostile takeovers by competitors. It is a strategic move to consolidate market position, streamline operations, and strengthen bargaining power against suppliers, customers, and regulators.

• Tax Benefits

Amalgamation can offer significant tax advantages under prevailing tax laws. Loss-making companies, when amalgamated with profit-making ones, allow the latter to set off the accumulated losses and unabsorbed depreciation of the former against their taxable income. This results in reduced tax liability for the amalgamated entity. Furthermore, certain amalgamations qualify for tax exemptions under specific provisions of the Income Tax Act, making the process financially beneficial. These tax benefits improve the post-merger profitability and cash flows of the new entity. Companies often consider amalgamation as a strategic tool to optimize their tax planning and enhance shareholder value.

• Improved Managerial Efficiency

Amalgamation brings together the managerial talents and administrative strengths of the combining companies. The pooling of experienced and skilled professionals enhances decision-making, planning, and execution capabilities. It eliminates overlapping positions and departments, leading to a more streamlined and efficient organizational structure. The best practices of both companies can be adopted and implemented across the merged entity, improving productivity and innovation. Additionally, better leadership and governance may emerge from the amalgamation, strengthening corporate strategy and culture. Overall, managerial synergy results in enhanced organizational performance and supports the long-term success of the amalgamated business.

• Diversification of Risk

Amalgamation facilitates risk diversification by enabling companies to operate in multiple sectors, markets, or product lines. When companies with different business models or market focuses combine, they reduce their dependence on a single income stream or market condition. This diversification helps stabilize revenue and protects the company from industry-specific downturns or economic fluctuations. For example, if one segment performs poorly, profits from other segments can balance the overall financial health. It also allows for better capital allocation and investment planning. In this way, amalgamation serves as a strategic move to minimize business risk and enhance sustainability.

• Better Utilization of Resources

Through amalgamation, idle or underutilized resources such as plant, machinery, human capital, and financial assets can be better deployed. Combining operations often reveals overlapping capacities that can be optimized to increase efficiency. For instance, surplus cash from one company can be used to fund profitable projects in another. Similarly, excess workforce or production capacity can be redirected for maximum productivity. Better asset utilization leads to higher returns on investment and improved financial ratios. Moreover, amalgamation encourages effective internal restructuring, resource sharing, and cost control, ensuring that the new entity operates at an optimal performance level.

Types of Amalgamation:

• Amalgamation in the Nature of Merger

Amalgamation in the nature of merger occurs when two or more companies combine to form a new entity, and all assets, liabilities, and shareholders’ interests are pooled together. This type of amalgamation is based on the principle of continuity of business and shareholders’ interest. There is no adjustment to the book values of assets and liabilities, and the business of the transferor company continues in the same manner under the transferee company. At least 90% of the equity shareholders of the transferor company become shareholders of the transferee company. Such amalgamations are treated as a unification of interests and follow the Pooling of Interests Method under Accounting Standard (AS) 14. It aims to create synergies and enhance overall business value.

• Amalgamation in the Nature of Purchase

Amalgamation in the nature of purchase occurs when one company acquires another, and the transferor company is dissolved without forming a new entity. This is not a merger of equals but rather a business acquisition. In this case, the transferee company does not necessarily take over all assets and liabilities of the transferor company. Also, there is no requirement that the shareholders of the transferor company become shareholders of the transferee company. The consideration paid may be in the form of cash, shares, or other assets. This type of amalgamation is recorded using the Purchase Method under AS 14, where the assets and liabilities are recorded at their fair values, and the difference is treated as goodwill or capital reserve.

Advantages of Amalgamation:

• Economies of Scale

Amalgamation allows companies to combine resources, leading to cost savings through bulk purchasing, shared infrastructure, and streamlined operations. Larger production scales reduce per-unit costs, improving profitability. Merged entities can negotiate better terms with suppliers and optimize distribution networks. Additionally, administrative expenses (like accounting, HR, and legal costs) are reduced when functions are consolidated. This efficiency makes the new entity more competitive in the market.

• Enhanced Market Share & Competitive Strength

By merging, companies eliminate competition between themselves and gain a stronger market position. The combined entity can leverage a larger customer base, diversified products, and stronger brand recognition. This increased market power helps in negotiating better deals, resisting price wars, and expanding into new regions. Competitors find it harder to challenge a larger, more resourceful firm, ensuring long-term stability.

• Diversification of Risk

Amalgamation helps spread business risks across different industries or markets. If one sector faces a downturn, losses can be offset by profits from other segments. This reduces dependency on a single revenue stream, ensuring financial stability. For example, a manufacturing firm merging with a logistics company can balance operational risks. Diversification also attracts investors seeking lower-risk portfolios.

• Access to New Technologies and Expertise

A smaller firm merging with a technologically advanced partner gains immediate access to R&D, patents, and skilled personnel. This accelerates innovation without heavy upfront investment. The combined expertise improves product quality and operational efficiency. For instance, a traditional bank merging with a fintech firm can quickly adopt digital banking solutions, staying ahead of competitors.

• Improved Financial Strength and Creditworthiness

After amalgamation, the combined balance sheet shows higher assets, revenues, and reserves, improving credit ratings. Banks and investors are more willing to lend at lower interest rates due to reduced risk. The merged entity can also raise capital more easily through equity or debt, funding expansions and modernization projects that were previously unaffordable.

• Tax Benefits & Synergies

Governments often provide tax incentives for amalgamations, such as carry-forward losses or deferred tax liabilities. Operational synergies (like shared marketing or R&D) further reduce costs. The merged entity can optimize tax planning by offsetting profits of one unit against losses of another, leading to significant tax savings and improved cash flows.

Disadvantages of Amalgamation:

• Loss of Identity

Amalgamation often leads to the loss of individual identity of one or more companies involved. The smaller or absorbed company may lose its brand name, culture, and goodwill built over years. Employees and customers who were loyal to the original entity may feel disconnected or dissatisfied with the merged entity. This loss can affect customer relationships, market perception, and internal morale. Additionally, stakeholders of the transferor company may feel alienated or undervalued post-amalgamation. Such identity dilution may impact brand loyalty and could reduce the competitive edge that the original company once held independently in its market segment.

• Cultural Clashes

Different companies often have distinct corporate cultures, management styles, and operational philosophies. When they amalgamate, cultural differences may lead to internal conflicts, reduced morale, and lack of coordination among employees. Misalignment in work ethics, communication practices, and decision-making approaches can result in misunderstandings and inefficiencies. Employees may resist changes, leading to reduced productivity and engagement. Management may also struggle to integrate teams and establish a cohesive culture. If not handled properly, cultural clashes can impact the overall success of the amalgamation and result in a decline in employee satisfaction, talent retention, and organizational performance.

• Redundancy and Layoffs

One major drawback of amalgamation is redundancy in job roles, departments, or resources. To reduce costs and improve efficiency, companies may lay off employees performing similar roles across merged entities. This can lead to widespread job insecurity, dissatisfaction, and unrest among the workforce. The psychological impact of layoffs can lower employee morale and productivity, even among retained staff. In some cases, valuable talent may be lost due to voluntary resignations. Moreover, labor unions and regulatory bodies may raise concerns over workforce reduction, leading to legal or reputational challenges for the new entity.

• High Cost of Amalgamation

The process of amalgamation can be expensive and time-consuming. It involves legal, financial, and administrative costs such as due diligence, asset valuation, consultancy fees, regulatory approvals, and integration planning. The actual execution of amalgamation—merging operations, aligning systems, and training staff—may demand significant financial resources. If the anticipated synergies are not realized, these upfront costs can outweigh the benefits. Also, unexpected liabilities of the transferor company may surface post-merger, adding to financial burdens. Therefore, improper planning and execution can result in financial strain and poor return on investment for the amalgamated entity.

• Management Disputes

Amalgamation often results in the restructuring of management, which can lead to power struggles, ego clashes, or differences in strategic vision between executives of the merging companies. Lack of clarity in leadership roles and responsibilities may create confusion and reduce efficiency. Competing interests among senior management can slow down decision-making and negatively impact employee confidence in leadership. If not managed carefully, such disputes can erode trust, derail integration efforts, and cause long-term instability in the organization. Ultimately, poor management alignment after amalgamation may weaken the strategic direction and performance of the new entity.

Under capitalization:

Under capitalisation is just the reverse of over capitalisation, a company is said to be undercapitalized when its actual capitalisation is lower than its proper capitalisation as warranted by its earning capacity. This happens in case of well-established companies, which have insufficient capital but, large secret reserves in the form of considerable appreciation in the values of fixed assets not brought into books.

In case of such companies, the dividend rate will be high and the market value of their shares will be higher than the value of shares of other similar companies. The state of under capitalisation of a company can easily be ascertained by comparing of a book value of equity shares of the company with their real value. In case real value is more than the book value, the company is said to be under capitalised.

Under capitalisation may take place due to under estimation of initial earnings, under estimation of funds, conservative dividend policy, windfall gains etc. Under-capitalisation has some evil consequences like creation of power competition, labour unrest, consumer dissatisfaction, possibility of manipulating share value etc..

Over Capitalization:

A company is said to be overcapitalized when the aggregate of the par value of its shares and debentures exceeds the true value of its fixed assets. In other words, over capitalisation takes place when the stock is watered or diluted.

It is wrong to identify over capitalisation with excess of capital, for there is every possibility that an over capitalised concern may be confronted with problems of liquidity. The current indicator of over capitalisation is the earnings of the company.

If the earnings are lower than the expected returns, it is overcapitalised. Overcapitalisation does not mean surplus of funds. It is quite possible that a company may have more funds and yet to have low earnings. Often, funds may be inadequate, and the earnings may also be relatively low. In both the situations there is over capitalisation.

Over capitalisation may take place due to exorbitant promotion expenses, inflation, shortage of capital, inadequate provision of depreciation, high corporation tax, liberalised dividend policy etc. Over capitalisation shows negative impact on the company, owners, consumers and society.

• The remedial procedure of over-capitalisation is more difficult and expensive as compared to the remedial procedure of under-capitalisation.
• Over-capitalisation involves a great-strain on the financial resources of a company whereas under-capitalisation implies high rate of earnings on its shares.
• Over-capitalisation is a common phenomenon than under-capitalisation which is relatively a rare phenomenon.
• Under-capitalisation accelerates cut-throat competition amongst companies; results in discontentment among employees and grouse amongst customers; whereas over-capitalisation adversely affects the shareholders and endangers the economic stability and social prosperity.

Capital Profit

The amount of profit earned by the business from the sale of its assets, shares, and debentures is capital profit. If assets are sold at a price more than their book values then the excess of book value is capital profit. Similarly, if the shares and debentures are issued at a price more than their face value, then the excess of face value or premium is capital profit. Such profit is not earned in the ordinary course of the business. It is not available for the distribution to shareholders as dividend. Such profits are transferred to capital reserve. It is used for meeting capital losses. It is shown on the liabilities side of balance sheet.

Capital Reserves

A capital reserve is an account on the balance sheet to prepare the company for any unforeseen events like inflation, instability, need to expand the business, or to get into a new and urgent project.

• Since a company sells many assets and shares and can’t always make profits, it is used to mitigate any capital losses or any other long-term contingencies.
• It works in quite a different way. When a company sells off its assets and makes a profit, a company can transfer the amount to capital reserve.
• Another thing that is important is nature. It is not always received in the monetary value but it is always existent in the book of accounts of the business.
• It has nothing to do with trading or operational activities of the business. It is created out of non-trading activities and thus it can never be an indicator of the operational efficiency of the business.

Capital Losses

Capital losses are losses realized on sale of fixed assets or when a company issues shares at a discount to the general public. These losses are not recurring and are not realized through the normal business activities of a company.

Revenue Profit

Revenue profit is the difference between revenue incomes and revenue expenses. It is earned in the ordinary course of the business. It results from the sale of goods and services at a price more than their cost price. Revenue profit is he outcome of regular transactions of the business. It is shown as gross profit and net profit in trading and profit and loss accounts. It is available for the distribution to shareholders as dividend or for creating reserve and fund for various purposes. It shows the efficiency of the business. In fact, earning revenue profit is the main objective of every business.

Revenue Reserves

Revenue reserve is created from the net profit generated from the company’s core operations. Companies create revenue reserves to quickly expand the business. It is one of the best resources for internal finance.

• The rest of the profit is distributed to the shareholders as dividends. Sometimes, the whole profits are distributed as a dividend to the shareholders.
• When a company earns a lot in a year and makes huge profits, a portion of the profits is set aside and reinvested in the business. This portion is called revenue reserve or in the common term “retained earnings”.
• It helps a company become stronger from the inside out so that it can serve its shareholders for years to come.
• A company can distribute a cash dividend or dividend in kinds. Revenue reserves can be distributed as a dividend in the form of an issue of bonus shares.

Types

General Reserve: The general reserves can be broadly described as the reserves that is formed for the purpose that is not yet finalized or the intended use is unknown at the moment.

Specific Reserve: The specific reserve can further be categorized as dividend equalization reserve, workmen compensation fund, debenture redemption reserve, and investment fluctuation fund. The specific reserves, on the other hand, is the revenue reserve fund that is established to meet specific business objectives. The proceeds can be used for redeeming debt and hence a reserve may form that would be termed as debenture redemption fund. The reserves may be created to meet intermittent fluctuations observed in the market value of the investments. Similarly, dividend reserves are created to distribute dividends for the time period when the business earns below expected results.

Revenue Losses

Revenue loss is the excess of operating expenditure over operating revenue. Revenue results from the business operations of an entity. It includes loss due to sale of goods or provision of services below cost and excess of operating expenses over gross profit.

The net losses accruing from day-to-day operating activities of the business essentially qualify as revenue losses. As they occur due to regular business transactions, revenue losses are recurring in nature.

The formula for revenue loss can be presented as follows:

Revenue losses = (Operating expenses) – (Operating incomes)

Capital Reserve is a reserve created out of capital profits, which are not earned from the normal trading operations of a company. These profits may arise from the sale of fixed assets, revaluation of assets, premium on issue of shares or debentures, or profits prior to incorporation. Capital reserves are generally not available for distribution as dividends to shareholders because they are meant for specific purposes, such as writing off capital losses, issuing bonus shares, or meeting long-term obligations.

In the context of company consolidation, a capital reserve arises when the holding company acquires a subsidiary at a price less than its share of the net assets’ value. This surplus is credited to the consolidated balance sheet as a capital reserve. It reflects a favorable acquisition deal and strengthens the company’s financial position. As per the Companies Act, 2013, the use of capital reserve is restricted to purposes allowed by law, ensuring it is utilized in the company’s long-term interest.

Objectives of Capital Reserve:

• Strengthening the Financial Position

One of the main objectives of maintaining a capital reserve is to strengthen the company’s overall financial position. Since capital reserve represents funds arising from capital profits and not available for dividend distribution, it serves as a cushion against future uncertainties. It enhances the company’s net worth and provides a sense of security to shareholders, creditors, and potential investors. This strengthened financial standing improves the company’s creditworthiness, enabling it to secure loans on favorable terms. In challenging economic conditions, capital reserves act as a stabilizing factor, ensuring that the company remains financially viable and operationally sustainable.

• Meeting Future Capital Requirements

Capital reserves are preserved to meet the company’s long-term capital needs without relying heavily on external financing. These reserves can be used for specific purposes such as issuing bonus shares, funding expansion projects, replacing fixed assets, or redeeming preference shares and debentures. By using internally generated funds, the company can reduce dependence on borrowings, thereby lowering interest obligations and financial risk. This objective supports sustainable growth while maintaining shareholder value. It also provides flexibility in decision-making, as management can access these funds for strategic purposes when opportunities arise, without waiting for external capital arrangements.

• Compliance with Legal Requirements

The Companies Act, 2013, and other relevant corporate laws require that certain capital profits must be transferred to a capital reserve and not distributed as dividends. This ensures that funds arising from non-operational or capital-related activities, such as share premium, profit on reissue of forfeited shares, or gains from asset revaluation, are preserved for capital purposes only. Compliance with these regulations safeguards creditors’ interests and maintains the company’s long-term solvency. By adhering to these legal requirements, the company avoids penalties, maintains its good corporate standing, and ensures transparency and accountability in its financial management practices.

• Providing Funds for Bonus Share issue

Capital reserves are commonly used to issue bonus shares to existing shareholders. This process involves converting part of the reserves into share capital, rewarding shareholders without affecting cash flow. The objective is to capitalize profits for reinvestment in the business, enhance market perception, and increase the liquidity of shares. Issuing bonus shares from capital reserves boosts shareholder confidence and may lead to a rise in share prices due to improved investor sentiment. It also signals the company’s financial strength and long-term commitment to rewarding shareholders while retaining its operating funds for business activities.

• Offsetting Capital Losses

Capital reserves serve the important objective of absorbing or offsetting capital losses, such as losses from the sale of fixed assets, investments, or other capital transactions. This prevents such losses from affecting the profit and loss account and the distributable profits of the company. By utilizing capital reserves for this purpose, the company can maintain a stable dividend policy and protect shareholder value. This approach ensures that operational performance is not overshadowed by one-time capital setbacks, thereby maintaining investor trust and the company’s overall financial health. It also aligns with prudent financial management practices.

• Facilitating Business Expansion

A major objective of capital reserves is to facilitate business expansion and modernization plans. The reserve can be utilized for acquiring new assets, funding mergers or acquisitions, upgrading technology, or entering new markets. Since these funds come from capital-related gains, using them for strategic growth aligns with the purpose of their creation. This avoids the need for heavy borrowing and interest burdens, enabling more efficient capital structure management. By reinvesting capital reserves into growth projects, the company strengthens its competitive position, enhances operational capacity, and lays the foundation for sustainable long-term profitability.

Creation of Capital Reserve:

• From Capital Profits

Capital reserves are primarily created from capital profits, which do not arise from the normal course of business. Examples include profits from the sale of fixed assets, revaluation surplus, profit on redemption of debentures, or premium received on issue of shares. These profits are transferred to the capital reserve account instead of the profit and loss account for distribution. This ensures that such gains are preserved for specific capital purposes, like issuing bonus shares, writing off capital losses, or funding expansion. This practice maintains the company’s financial stability and complies with the Companies Act, 2013 guidelines.

• On Acquisition of Subsidiary at a Bargain Price

When a holding company acquires a subsidiary for a price less than its proportionate share of the subsidiary’s net assets, the difference is treated as a capital reserve. This occurs during consolidation, where the net assets’ fair value exceeds the purchase consideration. This surplus is not distributable as dividends and is credited to the capital reserve in the consolidated balance sheet. It represents a favorable purchase and strengthens the company’s capital base. Such creation of capital reserve is recognized under accounting standards to ensure transparency and proper reflection of financial strength after acquisition.

• Premium on Issue of Shares or Debentures

When a company issues shares or debentures at a price above their nominal value, the extra amount received is termed as securities premium. As per the Companies Act, 2013, this premium is credited to the Securities Premium Account, which is a form of capital reserve. It can be used only for specified purposes such as issuing bonus shares, writing off preliminary expenses, or redeeming preference shares. This premium cannot be distributed as dividends because it originates from capital transactions, not revenue profits. Maintaining it as capital reserve ensures that such funds are preserved for long-term financial and strategic uses.

• Profit on Reissue of Forfeited Shares

When a shareholder fails to pay due calls, their shares may be forfeited and later reissued. If the reissue price plus the amount already received exceeds the original issue price, the surplus is credited to the capital reserve. This profit is considered capital in nature and is not available for dividend distribution. It strengthens the company’s reserves, providing a cushion for capital purposes. This method is recognized under corporate accounting practices to differentiate between capital and revenue profits, ensuring that such gains are retained within the company for strategic and compliance-based uses.

• Revaluation of Assets

When a company revalues its fixed assets and the new valuation exceeds the book value, the surplus is transferred to a revaluation reserve, which is treated as a type of capital reserve. This gain is unrealized and hence not distributable as dividends. The revaluation reserve can be used to offset any future reduction in asset value or for issuing bonus shares. This process reflects the current market value of assets, enhances the company’s net worth, and is useful in attracting investors or securing loans, while keeping the surplus for capital strengthening rather than operational spending.

Capital Reduction refers to the process of decreasing a company’s share capital, usually to write off accumulated losses, eliminate fictitious assets, or return surplus funds to shareholders. It helps improve the financial health and structure of the company. Capital reduction requires legal approval, especially from the National Company Law Tribunal (NCLT), and must follow regulatory provisions under the Companies Act.

Form of Capital Reduction

• Reduction of Share Capital (Extinguishing Liability)

Under Section 66 of the Companies Act, 2013, a company can reduce share capital by extinguishing unpaid liability on shares. For example, if shares are partly paid (e.g., ₹10 issued, ₹7 paid), the company may cancel the unpaid ₹3, relieving shareholders of future payment obligations. This method helps clean up the balance sheet but requires NCLT approval and creditor consent. It is often used when shares are overvalued or to adjust capital structure without cash outflow.

• Reduction by Canceling Lost Capital

When a company accumulates losses, it may write off the lost capital by canceling shares proportionally. For instance, if accumulated losses are ₹50 lakh, it reduces equity capital by the same amount. This does not involve cash outflow but requires adjusting the balance sheet to reflect the true financial position. Shareholders’ approval and court/NCLT sanction are mandatory.

• Reduction by Paying Off Surplus Capital

A company with excess capital may return funds to shareholders, reducing issued capital. For example, if paid-up capital is ₹1 crore but only ₹60 lakh is needed, ₹40 lakh is repaid. This requires high liquidity and is often done via cash or asset distribution. Unlike buybacks, this is a permanent capital reduction and must comply with SEBI regulations (for listed companies).

• Reduction by Conversion into Reserve or Bonus Shares

Instead of canceling capital, a company may convert reduced capital into Capital Reserve or issue bonus shares to existing shareholders. This method retains funds within the company while legally reducing share capital. It avoids cash outflow but requires accounting adjustments under AS 4 (Ind AS 8) and shareholder approval.

• Reduction via Share Consolidation or Subdivision

A company may consolidate shares (e.g., converting 10 shares of ₹10 into 1 share of ₹100) or subdivide shares (e.g., splitting 1 share of ₹100 into 10 shares of ₹10). While this does not alter total capital, it can help in capital reorganization for better marketability or compliance with stock exchange rules.

Procedure of Capital Reduction:

1. Authorization in Articles of Association (AOA)

Before initiating capital reduction, the company must ensure that its Articles of Association allow such a reduction. If not, the AOA must be amended by passing a special resolution.

2. Convene a Board Meeting

A board meeting is held to approve the proposal for reduction of capital. The board decides on the terms, amount, and mode of reduction, and approves convening a general meeting of shareholders.

3. Pass a Special Resolution in General Meeting

A special resolution (i.e., at least 75% approval) is required from shareholders in a general meeting to approve the reduction of share capital.

4. Application to National Company Law Tribunal (NCLT)

The company must file an application in Form RSC-1 with the NCLT for approval. It should include:

• Details of the capital reduction

• List of creditors

• Auditor’s certificate

• Latest financial statements

• Affidavits and declarations

5. Notice to Stakeholders

NCLT may direct the company to notify:

• Creditors

• Registrar of Companies (ROC)

• Securities and Exchange Board of India (SEBI) (for listed companies)

These parties may raise objections, if any, within a specified period (usually 3 months).

6. Hearing and Confirmation by NCLT

After considering all representations, the NCLT holds a hearing and may approve the reduction if it finds that:

• Creditors are protected or paid

• The reduction is fair and legal

• No public interest is harmed

7. Filing of Tribunal’s Order with ROC

Once NCLT approval is granted, the company must file:

• Form INC-28 along with the Tribunal’s order

• Updated Memorandum of Association (MoA) and Articles of Association (AoA) with reduced share capital

8. Public Notice (if applicable)

A public notice of the capital reduction may be published in newspapers as directed by NCLT.

9. Effectiveness of Reduction

After filing with ROC and completing all formalities, the reduction becomes effective. The company’s balance sheet and share capital are updated accordingly.

Pre-acquisition profits refer to the profits earned by a subsidiary company before the date it is acquired by the holding company. These profits are considered capital profits because they are not earned under the ownership of the holding company. They usually arise from the period prior to acquisition, including undistributed reserves, retained earnings, and surplus existing at the acquisition date. In consolidation, pre-acquisition profits are not available for dividend distribution to shareholders of the holding company. Instead, they are transferred to the Capital Reserve or used to adjust the cost of investment. Their correct identification is crucial for accurate consolidation and fair presentation of financial statements.

Scope of Pre-Acquisition Profits:

• Treatment as Capital Profits

Pre-acquisition profits are treated as capital profits because they are earned before the holding company acquires the subsidiary’s shares. These profits are not the result of the holding company’s efforts; rather, they belong to the period before control was obtained. In the consolidated balance sheet, they are not available for dividend distribution to the holding company’s shareholders. Instead, they are credited to the capital reserve or used to adjust the purchase consideration. This classification ensures correct separation between capital and revenue profits, maintaining transparency and compliance with accounting principles in group accounts.

• Adjustment of Purchase Price

One of the main uses of pre-acquisition profits is to adjust the purchase price of the subsidiary. If the profits existed at the time of acquisition, the holding company effectively paid for them as part of the share price. Therefore, they are considered part of the capital value acquired. These profits can be deducted from goodwill or added to capital reserve in the consolidated balance sheet. This ensures that the purchase consideration reflects the fair value of net assets, preventing double-counting of earnings and ensuring the acquisition cost is correctly represented in the financial statements.

• Creation of Capital Reserve

Pre-acquisition profits are often transferred to the capital reserve in the consolidated financial statements. This strengthens the company’s capital structure and improves the net worth of the group. Such reserves are not distributable as dividends because they represent capital gains rather than operational earnings. They can, however, be used for purposes allowed under company law, such as issuing bonus shares or writing off capital losses. This treatment safeguards shareholders’ funds and ensures that profits from pre-acquisition periods are utilized in a manner consistent with their nature as capital rather than revenue.

• Goodwill Adjustment

When goodwill arises on consolidation, pre-acquisition profits may be used to reduce its amount. This is because the value of these profits was already factored into the price paid for the subsidiary. By adjusting goodwill with pre-acquisition profits, the financial statements present a more accurate picture of the investment’s value. This process reduces the risk of overstating intangible assets on the balance sheet. It also ensures that goodwill only reflects the true excess paid over the fair value of net assets, excluding profits that were already earned before the acquisition date.

• Non-Distribution as Dividends

Pre-acquisition profits cannot be distributed as dividends to the holding company’s shareholders, as they are considered capital in nature. Distributing them would amount to returning part of the invested capital, which is not allowed under company law. Instead, these profits are retained in reserves or used for capital purposes. This restriction ensures the preservation of the company’s financial integrity and compliance with statutory requirements. By preventing the misuse of such profits, the holding company safeguards its long-term capital position while maintaining fairness in the distribution of actual revenue-based earnings to shareholders.

• Use in Writing Off Capital Losses

Pre-acquisition profits can be used to write off capital losses such as preliminary expenses, share issue expenses, or discount on issue of shares or debentures. This application helps clean up the balance sheet and improve the group’s financial position. Since these profits are capital in nature, using them to offset capital losses aligns with proper accounting treatment. This use also prevents erosion of revenue profits, which can then be distributed as dividends or reinvested. The careful application of pre-acquisition profits in this manner supports prudent financial management and enhances investor confidence.

Accounting Treatment of Pre-Acquisition Profits:

Post–Acquisition Profit

Post-acquisition profits are the profits earned by a subsidiary company after the date it is acquired by the holding company. These profits are treated as revenue profits since they arise during the period of ownership and control of the holding company. In consolidation, the holding company’s share of post-acquisition profits is added to the consolidated profit and loss account, while the balance belongs to the minority shareholders. These profits are available for dividend distribution to the shareholders of the holding company. Accurate segregation from pre-acquisition profits ensures correct reporting in consolidated financial statements.

Scope of Post-Acquisition Profits:

• Inclusion in Consolidated Profits

Post-acquisition profits directly impact the consolidated profit and loss account of the holding company. The portion attributable to the holding company is combined with its own profits to show the total group earnings. This inclusion helps in evaluating the financial performance of the group after the acquisition. Since these profits are earned during the ownership period, they represent income available for shareholders and form the basis for dividend decisions. Proper treatment ensures compliance with accounting standards and presents a true picture of post-acquisition operational success in consolidated financial statements.

• Attribution to Minority Interest

Post-acquisition profits are divided between the holding company and minority shareholders, based on their shareholding percentages. The portion belonging to minority interest is credited to the minority interest account in the consolidated balance sheet. This ensures fairness and transparency in reporting, as minority shareholders are entitled to their share of the profits earned after acquisition. Accurate allocation prevents overstatement or understatement of earnings attributable to either group. Such separation also facilitates clear disclosure in the consolidated accounts, maintaining the integrity of financial reporting and aligning with statutory requirements.

• Impact on Dividend Policy

Post-acquisition profits influence the dividend policy of the holding company. Since they are considered revenue profits, they can be distributed as dividends to the shareholders of the holding company. This provides flexibility in rewarding investors based on the financial performance of the subsidiary after acquisition. However, before distribution, companies must ensure sufficient reserves and compliance with the Companies Act provisions. The decision to distribute or retain these profits depends on the company’s expansion plans, debt obligations, and liquidity needs, making post-acquisition profits a key factor in strategic financial planning.

• Use in Performance Evaluation

Post-acquisition profits serve as a vital tool for assessing the profitability and operational efficiency of the subsidiary after it becomes part of the group. By comparing these profits with pre-acquisition results, management can evaluate the effectiveness of the acquisition strategy and integration efforts. This analysis helps identify areas for improvement, measure the subsidiary’s contribution to group performance, and make informed decisions on resource allocation. It also supports future investment and expansion strategies, ensuring that the acquisition delivers the expected returns. Accurate measurement of post-acquisition profits enhances the credibility of performance evaluations in consolidated financial statements.

• Transfer to Reserves

A portion of post-acquisition profits may be transferred to general reserves, capital reserves, or other specific reserves of the holding company. Such transfers strengthen the company’s financial position and prepare it for future contingencies, expansions, or debt repayments. This process aligns with prudent financial management practices by ensuring that not all earnings are distributed as dividends. Reserves created from post-acquisition profits can also be used for reinvestment in the subsidiary’s operations, supporting growth and innovation. The treatment of such transfers must comply with accounting standards and company policies to maintain transparency in financial statements.

• Effect on Consolidated Earnings Per Share (EPS)

Post-acquisition profits directly affect the consolidated earnings per share (EPS) of the holding company. Since these profits are added to the holding company’s income, they increase the total earnings attributable to the shareholders, thereby influencing the EPS calculation. A higher EPS can enhance investor confidence, potentially leading to increased market value of the company’s shares. Conversely, lower post-acquisition profits can reduce EPS, signaling weaker performance. Monitoring this impact helps management make strategic decisions regarding operational improvements, cost controls, and profit maximization in the subsidiary. Accurate reporting ensures fair presentation of the group’s financial performance.

Accounting Treatment of Post-Acquisition Profits:

Minority Interest, also known as Non-Controlling Interest (NCI), refers to the portion of equity in a subsidiary company that is not owned or controlled by the parent (holding) company. It represents the rights and share of profits, assets, and net worth attributable to shareholders other than the holding company. For example, if a holding company owns 80% of a subsidiary, the remaining 20% held by other investors is the minority interest. It appears in the consolidated balance sheet of the group as a separate item under equity.

The recognition of minority interest is essential in consolidated financial statements as it ensures fair representation of all stakeholders’ claims in the subsidiary. Minority shareholders have rights over dividends, voting, and residual assets upon liquidation. The calculation of minority interest involves determining their proportionate share in the subsidiary’s net assets and profits after considering adjustments for unrealized profits, reserves, and revaluation. It ensures transparency, prevents overstatement of the holding company’s ownership, and complies with accounting standards such as Ind AS 110. Thus, minority interest reflects the economic reality that not all of a subsidiary’s resources belong to the holding company.

Accounting treatment of Minority Interest:

n consolidated financial statements, minority interest represents the portion of a subsidiary’s net assets and profits attributable to shareholders other than the parent company. It appears in the consolidated balance sheet under the equity section, but separately from the parent’s equity. For calculation, the proportionate share of the subsidiary’s net assets (share capital + reserves) belonging to minority shareholders is determined. In the consolidated profit and loss statement, the minority’s share of the subsidiary’s profit is deducted from consolidated net income. This ensures that only the parent’s ownership share is reflected as attributable to the parent’s shareholders.

Methods Valuation of Minority Interest:

• Net Asset Method

Under this method, the minority interest is valued based on the proportionate share of the subsidiary’s net assets (assets minus liabilities). The calculation includes share capital, reserves, surplus, and revaluation adjustments. The percentage of shares held by minority shareholders is applied to determine their share in net assets. This method reflects the book value of the company’s equity, making it suitable when asset values are reliable and profits are not the main consideration. However, it ignores future earning potential and market conditions, focusing purely on the balance sheet position at the consolidation date.

• Earnings Yield Method

This method values minority interest based on the subsidiary’s maintainable earnings and the expected rate of return (earnings yield). The average post-tax profits attributable to the minority are capitalized at a predetermined yield rate to arrive at the valuation. This approach reflects the earning capacity of the business rather than its asset base, making it suitable for profitable companies. However, it requires reliable profit data and assumes stable future earnings. It is often used when investors focus on returns from profits rather than liquidation value. Market volatility and changing business environments can affect the accuracy of this method.

• Market Price Method

When the subsidiary’s shares are listed on a stock exchange, the minority interest can be valued using the prevailing market price. The market price per share is multiplied by the number of shares held by the minority to determine the valuation. This method reflects current investor sentiment, market trends, and demand-supply dynamics. It is considered objective since it is based on actual trading prices. However, market prices may be volatile or influenced by speculation, leading to fluctuations in valuation. This method works best for actively traded shares where market value represents a fair indication of intrinsic worth.

• Discounted Cash Flow (DCF) Method

The DCF method values minority interest by estimating future cash flows attributable to minority shareholders and discounting them to present value using an appropriate discount rate (cost of capital). This approach captures the time value of money and considers future earning potential rather than just historical data. It is suitable when long-term cash flow projections are available and reliable. However, it requires accurate forecasts, which can be challenging in uncertain markets. Minorities often face reduced influence over dividend policies, so adjustments may be made for lack of control. This method is widely used in professional valuations and investment banking.

• Dividend Yield Method

In this method, the valuation is based on the expected dividends that minority shareholders will receive. The annual dividend attributable to the minority is capitalized at an appropriate dividend yield rate to arrive at the valuation. This method is practical for companies with stable and consistent dividend payout policies. However, it may undervalue the minority interest if retained earnings are high and dividends are low. It is particularly useful when the minority shareholders’ main benefit from ownership is dividend income. Market perceptions and dividend stability play a critical role in ensuring accuracy in this valuation method.

Internal Reconstruction refers to the process of reorganizing the financial structure of a financially troubled company without dissolving the existing entity or forming a new one. It involves restructuring the company’s capital, liabilities, and assets to improve its financial stability and operational efficiency. This may include reducing share capital, settling debts at a compromise, revaluing assets and liabilities, or altering shareholder rights. The objective is to revive the company by eliminating accumulated losses, reducing debt burden, and strengthening the balance sheet. Internal reconstruction requires approval from shareholders, creditors, and sometimes the National Company Law Tribunal (NCLT) under the Companies Act, 2013. Unlike amalgamation or external reconstruction, the company continues its operations under the same legal identity but with a restructured financial framework.

Objectives of Internal Reconstruction:

• To Wipe Out Accumulated Losses

One of the primary objectives of internal reconstruction is to eliminate accumulated losses from the company’s balance sheet. These losses often prevent a company from declaring dividends and reflect poor financial health. By reducing share capital or adjusting reserves, the losses are written off, making the balance sheet cleaner and more attractive to investors. This process gives the company a fresh start financially, improving its credibility in the eyes of stakeholders and potential financiers.

• To Reorganize Share Capital

Over time, a company may have an overcapitalized or undercapitalized structure. Internal reconstruction helps reorganize this by reducing or consolidating shares, converting preference shares into equity, or altering share values. This adjustment aligns the capital structure with the company’s present financial position. It also ensures better utilization of funds, more realistic share values, and improved returns for shareholders. This ultimately enhances the company’s ability to raise capital and sustain operations more efficiently.

• To Eliminate Fictitious or Overvalued Assets

Companies may carry fictitious or overvalued assets like preliminary expenses, goodwill, or inflated investments on their balance sheets. These non-productive assets distort the true financial position. Internal reconstruction aims to eliminate or adjust the values of such assets, ensuring the balance sheet reflects accurate values. This transparency is crucial for stakeholder trust, effective decision-making, and compliance with accounting standards. Correct asset valuation also improves ratios and financial health indicators used by investors and lenders.

• To Reduce the Burden of Debt and Liabilities

Excessive or unmanageable liabilities can hinder a company’s ability to operate and grow. Internal reconstruction allows the company to renegotiate or restructure its obligations. It can include converting debt into equity, reducing interest rates, or seeking concessions from creditors. These measures help reduce the debt burden, lower interest outflows, and improve liquidity. A leaner liability structure strengthens the company’s long-term viability and provides better cash flow management for future development.

• To Improve Financial Position and Creditworthiness

A company with a weak financial position may struggle to gain credit or attract investment. Internal reconstruction helps improve its balance sheet by eliminating losses, adjusting capital, and removing fictitious assets. This results in a more accurate representation of the company’s net worth. A stronger balance sheet enhances the company’s image in the financial market, increases investor confidence, and makes it easier to raise funds or get better credit terms from banks and institutions.

• To Avoid Liquidation and Continue Business

When a company faces financial distress, liquidation may seem inevitable. However, internal reconstruction provides an alternative that allows the company to continue operating. Through reorganization and adjustments, the company can become viable again without being dissolved. This saves jobs, preserves business relationships, and retains the company’s market presence. It also gives the business a chance to revive, recover from losses, and potentially return to profitability, which benefits all stakeholders in the long run.

• To Protect the Interests of Stakeholders

Internal reconstruction is designed to protect the interests of various stakeholders, including shareholders, creditors, employees, and customers. By restructuring debt and capital, the company becomes more stable and sustainable. Creditors may receive partial payments or equity in exchange for their claims, and shareholders may retain value in their investments. Employees benefit from continued employment, and customers from uninterrupted services. A successful internal reconstruction creates a win-win situation that balances losses while promoting long-term recovery.

Types of Internal Reconstruction:

• Reduction of Share Capital

This involves decreasing the paid-up value or number of shares issued by the company to write off accumulated losses or overvalued assets. It can take forms like reducing the face value of shares, cancelling unpaid share capital, or returning excess capital to shareholders. This process requires approval from shareholders, creditors, and the tribunal as per legal provisions. The goal is to align the capital with the company’s actual financial position and make the balance sheet healthier, paving the way for future profitability and investor confidence.

• Reorganization of Share Capital

Reorganization refers to altering the structure of a company’s existing share capital without reducing its total value. It may involve converting one class of shares into another (e.g., preference to equity), subdividing shares into smaller units, or consolidating them into larger units. This type of reconstruction improves the flexibility and attractiveness of the company’s shareholding pattern. It helps cater to investor preferences, improve market perception, and better reflect the company’s operational scale and prospects.

• Revaluation of Assets and Liabilities

In this type, the company reassesses the book value of its assets and liabilities to reflect their actual market values. Overvalued assets like goodwill or obsolete machinery are written down, while undervalued ones like land may be increased. Liabilities may also be restated, such as provisioning for doubtful debts. This brings transparency, accuracy, and credibility to the balance sheet, making financial statements more reliable for investors, auditors, and lenders. It supports better decision-making and financial planning.

• Alteration of Rights of Stakeholders

Here, the company may alter the rights attached to different classes of shares or renegotiate terms with creditors. For example, preference shareholders may agree to a lower dividend or delayed payment. Creditors may agree to partial settlements or convert their dues into equity. These adjustments require consent and legal approval but help reduce financial stress on the company. It balances the expectations of stakeholders while improving the company’s survival chances and long-term sustainability.

Conditions/Provisions regarding Internal Reconstruction:

• Approval by Shareholders and Creditors

Internal reconstruction requires the formal approval of shareholders through a special resolution passed in a general meeting. In addition, the consent of creditors, debenture holders, and other affected parties is essential, especially when their rights are altered or reduced. This ensures transparency and fairness in the reconstruction process. Without stakeholder consent, the plan cannot proceed legally, as it may negatively impact their financial interests. This step reflects democratic decision-making and protects the rights of those involved in the company’s capital structure.

• Compliance with Section 66 of the Companies Act, 2013

Section 66 of the Companies Act, 2013 governs the reduction of share capital, a key element of internal reconstruction. It mandates that the company must apply to the National Company Law Tribunal (NCLT) for confirmation of the reduction. A detailed scheme, statement of assets and liabilities, and auditor’s certificate must accompany the application. The Tribunal will approve the plan only after ensuring that the interests of creditors and shareholders are safeguarded. Compliance ensures legal validity and protects against future legal disputes or financial misstatements.

• Tribunal’s Sanction and Public Notice

Before implementing internal reconstruction, especially involving capital reduction, companies must obtain the sanction of the National Company Law Tribunal (NCLT). The Tribunal may direct the company to notify the public and creditors through advertisements in newspapers and seek objections. This transparency protects public interest and allows concerned parties to express their views. Only after hearing objections and verifying fairness does the Tribunal approve the scheme. This provision ensures accountability and protects the rights of both existing investors and the public.

• Filing with Registrar of Companies (RoC)

After obtaining Tribunal approval, the company must file the sanctioned reconstruction scheme and any altered documents with the Registrar of Companies (RoC). This includes submitting revised copies of the Memorandum of Association and Articles of Association if they are modified. Filing ensures that the changes become part of the company’s legal records and are accessible to stakeholders and regulatory authorities. It completes the legal formalities and provides legitimacy and transparency to the restructuring process, keeping the company compliant with statutory requirements.

Accounting Treatment of Internal Reconstruction:

Amalgamation is a strategic process in corporate restructuring where two or more companies combine to form a new entity or where one company is absorbed by another. The primary motive behind amalgamation is to achieve synergy, expand operations, eliminate competition, and enhance market reach. In accounting and legal terms, amalgamation is governed by the Companies Act, 2013, and is treated as per the accounting standard AS 14 – Accounting for Amalgamations.

AS 14 classifies amalgamation into two broad categories:

1. Amalgamation in the Nature of Merger

2. Amalgamation in the Nature of Purchase

Each type has distinct accounting treatments, legal conditions, and strategic implications, which are discussed in detail below.

Amalgamation in the Nature of Merger

Amalgamation in the nature of merger is a unification of two or more companies into a single entity, where:

• All the assets, liabilities, and reserves of the transferor company are transferred to the transferee company.

• The shareholders of the transferor company continue to have a proportionate shareholding in the transferee company.

• The business of the transferor company is intended to continue.

This type of amalgamation reflects a genuine pooling of interests where the identity of the combining companies is retained in spirit, if not in form.

Key Characteristics

According to AS 14, an amalgamation is considered to be in the nature of merger if all the following conditions are met:

1. All assets and liabilities of the transferor company become assets and liabilities of the transferee company.

2. Shareholders holding at least 90% of the face value of equity shares in the transferor company become equity shareholders of the transferee company.

3. The consideration is discharged solely by equity shares, except for cash paid for fractional shares.

4. The business of the transferor company is intended to be carried on by the transferee company.

5. No adjustment is made to the book values of assets and liabilities, except to bring uniformity in accounting policies.

Accounting Treatment – Pooling of Interests Method

Under the Pooling of Interests Method, the books of the transferee company reflect:

• Assets and liabilities of the transferor company at existing book values.

• Reserves of the transferor company as they are, and not transferred to the Profit & Loss account.

• No goodwill or capital reserve is recorded.

• The difference in share capital is adjusted against reserves.

This method ensures continuity in financial reporting and is often preferred for strategic mergers between equals.

Example

Let’s consider two companies – A Ltd. and B Ltd.

• A Ltd. and B Ltd. decide to merge and form a single company, A Ltd. (B Ltd. is absorbed).

• All assets and liabilities of B Ltd. are taken over by A Ltd.

• 95% of the shareholders of B Ltd. are issued equity shares in A Ltd.

• No purchase consideration is paid in cash.

• Business of B Ltd. is continued by A Ltd.

Since all five conditions are satisfied, this amalgamation is in the nature of merger.

Amalgamation in the Nature of Purchase

Amalgamation in the nature of purchase refers to a situation where one company acquires another and takes over its assets and liabilities, but the acquisition does not meet the criteria of a merger.

Here, the identity of the transferor company is dissolved, and the shareholders of the transferor company may or may not become shareholders of the transferee company. The business of the transferor company may or may not be continued.

Key Characteristics:

If any one of the five conditions required for a merger is not satisfied, then the amalgamation is treated as a purchase. In such a case:

• The transferee company may selectively take over assets and liabilities.

• Consideration may be paid in cash, shares, debentures, or a combination.

• Shareholders of the transferor company may not receive equity shares in the transferee company.

• The business of the transferor company may be discontinued or modified.

• Adjustments are made to asset values, and reserves are not carried forward.

Accounting Treatment – Purchase Method:

Under the Purchase Method, the transferee company:

• Records assets and liabilities at fair market value (not book value).

• Does not carry over reserves of the transferor company (except statutory reserves).

• Recognizes the difference between the purchase consideration and net assets taken over as goodwill (if consideration > net assets) or capital reserve (if consideration < net assets).

This method reflects a new ownership and often results in changes in financial position due to revaluation.

Example:

Consider another case:

• X Ltd. acquires Y Ltd. by paying ₹50 lakh in cash and taking over only selected assets.

• Only 60% of Y Ltd.’s equity shareholders become shareholders of X Ltd.

• Y Ltd.’s business is discontinued after acquisition.

• Asset values are revalued at the time of acquisition.

This transaction fails to meet the conditions of merger and hence qualifies as an amalgamation in the nature of purchase.

Comparison Between Merger and Purchase

Remuneration of a Liquidator refers to the compensation or fee payable to a liquidator for carrying out the process of winding up a company. This process includes selling the company’s assets, settling liabilities, distributing the surplus (if any) among shareholders, and ensuring all statutory and regulatory obligations are fulfilled. The liquidator plays a critical fiduciary role, and the remuneration structure is designed to reflect the complexity, responsibility, and time involved in managing the liquidation process.

Legal Framework

The remuneration of the liquidator is governed by:

• Companies Act, 2013 (especially Sections 275–365 on winding up),

• Insolvency and Bankruptcy Code (IBC), 2016, and

• Companies (Winding-Up) Rules, 2020.

Under these laws, the amount and manner of payment of remuneration vary depending on whether the liquidation is:

1. Voluntary,

2. Compulsory (by order of NCLT), or

3. Under the IBC (corporate liquidation process).

Who Fixes the Remuneration?

The remuneration is fixed based on the mode of winding up:

1. In Compulsory Winding-Up:

• The National Company Law Tribunal (NCLT) appoints an official liquidator and fixes their remuneration.

• The fee may be fixed as a percentage of the assets realized and distributed or as a fixed sum depending on the complexity and scale of the process.

2. In Voluntary Winding-Up:

• The company in general meeting appoints the liquidator and fixes the remuneration through a special resolution.

• The appointed liquidator cannot change the remuneration unless approved by shareholders.

3. In Liquidation under IBC:

• The Committee of Creditors (CoC) fixes the fee of the liquidator (Resolution Professional acting as liquidator) under Regulation 4 of the IBBI (Liquidation Process) Regulations, 2016.

• The fees may be a fixed monthly remuneration or based on asset realization and distribution.

Modes of Remuneration:

Remuneration may be paid in the following ways:

1. Percentage Basis:

• A percentage of the assets realized or distributed to creditors and shareholders.

• For example, 2% of assets realized and 3% of assets distributed.

2. Fixed Monthly Fee:

Especially under IBC, where CoC fixes a monthly fee for the duration of the liquidation.

3. Success-Based Fee:

In some cases, liquidators may be offered an incentive for completing the process efficiently or achieving higher recoveries.

Remuneration is a Priority Cost:

• Under both the Companies Act and IBC, the liquidator’s remuneration is treated as part of the insolvency resolution and liquidation process costs.

• These costs are accorded highest priority in the waterfall mechanism for distribution (Section 53 of IBC and Rule 190 of Companies Rules).

Reimbursement of Expenses:

In addition to remuneration, a liquidator is entitled to reimbursement of actual expenses incurred during the winding-up, such as:

• Legal and professional fees,

• Advertising costs for notices or auctions,

• Costs of maintaining records and conducting meetings,

• Travel and administrative expenses.

All such expenses must be properly accounted for and supported with evidence.

Remuneration Restrictions:

Certain restrictions and rules ensure fairness and prevent abuse:

• Liquidators cannot increase their own fee or receive additional benefits without approval.

• They cannot accept commissions or gifts from stakeholders.

• Double remuneration for the same work is prohibited.

• The remuneration must be approved and disclosed in the final accounts.

Remuneration Upon Resignation or Removal:

If a liquidator resigns or is removed before the completion of liquidation:

• They are entitled to remuneration only for the period of service.

• Prorated fees may be calculated based on work done and approvals obtained.