Reduction of share capital in case of internal reconstruction is undertaken when a company has accumulated losses, overvalued assets, or fictitious assets that are not represented by real value. The objective is to reorganize the capital structure without liquidating the company, thereby presenting a true and fair view of its financial position. Internal reconstruction does not involve the formation of a new company; instead, it involves rearrangement of the existing capital structure with the approval of shareholders and the sanction of the Tribunal as per the provisions of the Companies Act. The procedure begins with a detailed examination of the financial position of the company. The Board of Directors prepares a scheme of reconstruction specifying the manner in which the share capital is to be reduced. Reduction may take place by extinguishing or reducing liability on unpaid share capital, cancelling paid-up capital that is lost or unrepresented by available assets, or paying off excess paid-up capital not required for business operations. The scheme clearly outlines how losses and fictitious assets such