Section 89, The Companies Act, 2009

(1) Subject to confirmation by the court, a companyhaving a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way. (2) In particular, and without prejudice to subsection (1), the company may– (a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; (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 company’s wants, and the company may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. (3) A special resolution under this section shall in this Act be referred to as “a resolution for reducing share capital”. Reduction of share capital