06 July 2024
No, you generally cannot create a Capital Redemption Reserve (CRR) from accumulated losses to buy back equity shares. Here's why:
1. **Purpose of Capital Redemption Reserve (CRR):** - CRR is created to absorb capital losses incurred by a company when redeeming its preference shares or debentures out of profits, including the proceeds of fresh issue of shares or debentures.
2. **Source of Creation:** - According to Indian company law (Companies Act, 2013), CRR can only be created out of the profits of the company available for distribution, such as from the sale of assets or surplus on revaluation of assets. It cannot be created from accumulated losses.
3. **Buyback of Equity Shares:** - Buyback of equity shares involves purchasing shares from shareholders, which requires funding usually from distributable profits, free reserves, or proceeds of fresh issue of shares (for unlisted companies). Accumulated losses do not qualify as a permissible source for buyback under Indian company law.
4. **Legal Considerations:** - Creating CRR from accumulated losses would not comply with the legal provisions of the Companies Act, 2013. It could lead to regulatory non-compliance and legal implications for the company.
### Alternative Approaches:
- If a company wishes to undertake a buyback of equity shares, it typically needs to comply with the specific provisions and regulations under the Companies Act, 2013, including utilizing funds from free reserves or proceeds from fresh issue of shares (for unlisted companies).
- Companies should consult with legal and financial advisors to understand the legal framework and options available for capital restructuring, including buyback of shares, in compliance with applicable laws and regulations.
In summary, creating a Capital Redemption Reserve from accumulated losses to buy back equity shares is not permissible under current company law provisions in India.
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