Authority: National Company Law Tribunal, Kolkata Bench
Order Date: 10 June 2026
Case Overview
The petition was filed by Darshita Infrastructure Private Limited (CIN: U45201WB2007PTC225609) under Section 66 read with Section 52 of the Companies Act, 2013 and the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016. The company sought tribunal approval for a special resolution passed at its Extraordinary General Meeting on 22 October 2025 to reduce its share capital.
The company had accumulated losses of Rs. 105,61,55,524 (One Hundred Five Crore Sixty-One Lakhs Fifty-Five Thousand Five Hundred Twenty-Four) as of 30 September 2025, reflected under "Reserves and Surplus - Retained Earnings" in its financial statements. The capital reduction proposal involved utilizing Rs. 105,61,55,524 from the securities premium account balance of Rs. 130,01,89,540 to completely set off these accumulated losses, reducing the securities premium account to Rs. 24,40,34,016.
The equity shareholding pattern showed that Knowledge Realty Trust held 75,087 shares (99.99%) and Ravish Agarwal (nominee of Knowledge Realty Trust) held 1 share (0.01%). The company had 6 secured creditors and 44 unsecured creditors as of 31 October 2025. No objections were received from any creditors or statutory authorities except the Regional Director, Eastern Region, Ministry of Corporate Affairs.
The Regional Director raised concerns about protection of creditor interests and government revenues, and potential tax implications. The company provided undertakings that all stakeholder interests are protected, statutory dues will be paid as they crystallize, and there are no tax implications from the capital reduction, with commitment to pay any liabilities determined by Income Tax authorities.
Final Outcome
The NCLT approved the reduction of share capital as resolved in the special resolution dated 22 October 2025. The company must deliver a certified copy of the order to the Registrar of Companies within 30 days of receipt, who will register it and issue a certificate in Form RSC-7. The company must then publish notice of registration once in 'Business Standard' (English) and 'Aajkal' (Bengali) newspapers within two weeks. The order does not grant exemption from payment of stamp duty, taxes, or other charges, and all statutory filing requirements must be complied with.
Topics: Corporate Restructuring, Capital Reduction