Authority: National Company Law Tribunal, Hyderabad Bench-1
Order Date: 18.06.2026
Case Overview
The petition was filed by CDK Global (India) Private Limited (CIN: U72900TG2014PTC103685) under Section 66 of the Companies Act, 2013 seeking confirmation of reduction of share capital. The company, originally incorporated as Robpov Systems and Consultancy Private Limited on 08.08.2014 and renamed on 23.10.2024, provides software development and IT-enabled support services to associated enterprises.
The company sought to reduce its issued, subscribed and paid-up equity share capital from ₹159,63,32,850/- (divided into 15,96,33,285 equity shares of ₹10/- each) to ₹9,63,32,850/- (divided into 96,33,285 equity shares of ₹10/- each) by cancellation of 15,00,00,000 equity shares and payment of ₹150,00,00,000/- to shareholders on proportionate basis.
The Board of Directors approved the scheme on 19.12.2025, and shareholders passed a special resolution unanimously (100% votes in favor) at the Extra-ordinary General Meeting on 22.12.2025. The company cited excess capital that was surplus to operational requirements and incapable of effective deployment.
Financial position showed strong performance with revenue of ₹3,253.974 million (unaudited for Apr-Nov 2025) and ₹3,866.369 million (audited FY2025), profit after tax of ₹340.478 million (unaudited) and ₹397.591 million (audited), and net worth of ₹2,038.392 million (unaudited) and ₹1,687.859 million (audited). Cash and cash equivalents stood at ₹1,778.862 million (unaudited) and ₹1,411.689 million (audited).
The Regional Director raised several observations including adequacy of cash balances (noting audited cash of ₹141.17 crore vs proposed payout of ₹150 crore), compliance with FEMA regulations, tax deductions for foreign shareholders, valuation considerations (fair value ₹28.40 per share vs face value ₹10 payout), previous capital reduction in FY2023-24 (₹240 crore), MSME dues of ₹52.10 lakhs, statutory liabilities of ₹766.73 lakhs, and foreign exchange transactions of ₹38,663.69 lakhs.
The company addressed all concerns through reply affidavits, demonstrating sufficient cash balance of ₹199.55 crore as of 31.05.2026, discharge of all MSME and statutory dues, compliance with FEMA requirements, and justification for the capital reduction as a bona fide commercial decision.
Final Outcome
The NCLT approved the petition, finding the reduction fair and reasonable with no prejudice to stakeholders. The tribunal directed: (A) delivery of certified copy to ROC within 30 days and newspaper publication in English and vernacular languages; (B) regulatory authorities to act on certified copies; (C) no exemption from stamp duty, taxes, or withholding taxes, with full compliance required under FEMA, Income Tax, and other applicable laws; (D) disposal of the petition.
The minute of reduction states: "The paid-up share capital of CDK Global (India) Private Limited henceforth is INR 9,63,32,850 divided into 96,33,285 equity shares of INR 10/- each, fully paid-up, reduced from INR 159,63,32,850 divided into 15,96,33,285 equity shares of INR 10/- each."
Topics: Capital Reduction, NCLT Approval, Corporate Restructuring