Rules 4 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rules 4 to 6 of the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 cover the second half of a reduction: representations by the Central Government, the Registrar and creditors, the Tribunal's handling of objections, and the order confirming the reduction and approving the minute. The Schedule of Fees and the form list (RSC-1 to RSC-7) complete the set. They are stated as amended up to the rules as notified on 15 December 2016, with no amendment listed by MCA, per the MCA e-book; later amendments should be checked.
Authorities and creditors who want to make a representation under section 66(2) must send it to the Tribunal within three months of receiving the notice, with a copy to the company. If none is received in that time, they are presumed to have no objection. The company submits the representations with its responses within seven days of the period's expiry. The order confirming the reduction and approving the minute is in Form RSC-6, and the Registrar's certificate is in Form RSC-7. The only fee printed is five thousand rupees for the application under section 66(1).
Where these rules come in
The opening steps, the RSC-1 application, the creditor list and the notices in RSC-2 to RSC-5, are in Rules 1–3 of these rules. The Act's provision is explained in Section 66 of the Companies Act, 2013: reduction of share capital. For the notice a company gives on altering share capital under the Share Capital Rules, see the sister article on Rules 1, 2, 3 and 15 of the Share Capital and Debentures Rules, including the SH-7 notice.
A company that has reached the objections and hearing stage may want help on responses and conditions. Our compliance advisory team can assist.
Rule 4: representations by the Central Government, the Registrar and creditors
If the authorities or creditors named in rule 3(1), that is the Central Government, the Registrar of Companies, SEBI (for listed companies) and the company's creditors, want to make a representation under section 66(2), they must send it to the Tribunal within three months from the date of receipt of the notice. A copy goes simultaneously to the company. If the Tribunal receives no representation within that period, it is presumed that they have no objection to the reduction.
Rule 5: procedure on representations and objections
5(1). The company submits to the Tribunal, within seven days of the expiry of the period up to which representations or objections were sought, the representations or objections received, along with the company's responses.
5(2). The Tribunal may give such directions as it thinks fit on holding any enquiry or adjudication of claims, or hearing the objection, or otherwise.
5(3). At the hearing, the Tribunal may give directions for securing the debts or claims of creditors who do not consent to the proposed reduction, and may adjourn the further hearing to enable the company to comply.
Together, rules 4 and 5 give silence a meaning (no objection) and give the company a duty to bring the objections to the Tribunal itself, with its own answers, so that the Tribunal sees both sides.
Rule 6: order and minute
6(1). Where the Tribunal confirms a reduction, the order confirming the reduction and approving the minute may include such directions or terms and conditions as it deems fit.
6(2). The order confirming the reduction of share capital and approving the minute is in Form RSC-6, on such terms and conditions as are deemed fit.
6(3). The certificate issued by the Registrar under section 66(5) is in Form RSC-7.
The rule text does not print any further form for publication after the order. If the Act or other rules require a post-order publication or filing, read them alongside this rule.
Schedule of Fees
The Schedule prints one entry:
| Section of the Companies Act, 2013 | Nature of application or petition | Fee |
|---|---|---|
| Section 66(1) | Application for reduction of share capital | Five thousand rupees (printed as 5,000/-) |
Rule 2(1) ties the RSC-1 application to this fee. The Schedule prints no other fee for the stages in rules 4 to 6.
The forms
The set lists seven forms. The e-book gives each by number only:
- RSC-1: application to confirm a reduction (rule 2(1));
- RSC-2: notice to the Central Government, the Registrar and, for listed companies, SEBI (rule 3(1));
- RSC-3: notice to creditors (rule 3(1)(iii));
- RSC-4: newspaper and website notice (rule 3(3));
- RSC-5: affidavit of dispatch and publication (rule 3(5));
- RSC-6: order confirming the reduction and approving the minute (rule 6(2)); and
- RSC-7: the Registrar's certificate under section 66(5) (rule 6(3)).
Example. Nirmal Textiles Ltd's notices went out and its three-month period for representations runs. The Registrar sends no representation; under rule 4 the Registrar is presumed to have no objection. One creditor, Patel Dyes, objects within the period and sends a copy to the company. Within seven days after the period expires the company files the objection with its response. At the hearing the Tribunal directs that Patel Dyes' debt be secured before the reduction proceeds and adjourns the hearing. Once satisfied, the Tribunal passes an order in Form RSC-6 approving the minute, and the Registrar later issues the certificate in Form RSC-7.
Steps and periods as printed
| Step | Rule | Who | Period as printed | Form |
|---|---|---|---|---|
| Representation under section 66(2) | 4 | Central Government, Registrar, SEBI, creditors | Within three months of receipt of notice; no representation means no objection | None |
| Company submits representations and responses | 5(1) | Company | Within seven days of expiry of the period | None |
| Directions on enquiry or hearing | 5(2) | Tribunal | None | None |
| Securing non-consenting creditors | 5(3) | Tribunal | None | None |
| Order and minute | 6(1), 6(2) | Tribunal | None | RSC-6 |
| Registrar's certificate | 6(3) | Registrar | None | RSC-7 |
| Application fee | Schedule | Company | None | Five thousand rupees |
Need help with the objections and order stage?
Handling creditor objections, securing non-consenting creditors and obtaining the order and Registrar's certificate in the right form all need care. Our team can help you plan the company's responses and track what the Tribunal has directed. See our compliance advisory service.
Key takeaways
- Authorities and creditors have three months from receipt of notice to make a representation; silence is presumed to mean no objection.
- The company files the representations with its responses within seven days of the period's expiry.
- The Tribunal may enquire, adjudicate claims, and direct securing of creditors who do not consent.
- The order confirming the reduction and approving the minute is in Form RSC-6; the Registrar's certificate is in Form RSC-7.
- The printed fee is five thousand rupees for the section 66(1) application.
Read next
- Rules 1–3 of the NCLT reduction rules: the RSC-1 application and Tribunal directions
- Rules 1–8 of the Transfer of Pending Proceedings Rules
- Section 66: reduction of share capital
- Share Capital Rules: scope, definitions and the SH-7 notice
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.