Authority: National Company Law Tribunal, Division Bench - I, Chennai

Order Date: 16 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Chennai heard Company Application CA(CAA)/39(CHE)/2026 filed by Kakb Developers Private Limited (KDPL) and Eta Star Techcity Private Limited (ESTPL) under Sections 230-232 of the Companies Act, 2013. The application sought approval for a Scheme of Arrangement involving the demerger of KDPL's leasing and real estate business vertical to ESTPL.

The rationale for the demerger included better management of distinct business operations (facility management services vs. real estate), enabling flexibility for future fundraising and monetization, attracting different investor profiles for each business, providing operational visibility, and creating enhanced shareholder value. The scheme specified a 1:1 share swap ratio where ESTPL would issue one fully paid-up equity share of ₹10 each for every equity share held in KDPL. The appointed date for the demerger was set as 01 April 2026.

KDPL was originally a partnership firm converted to a private company on 30 January 2026 with an authorized capital of ₹55,00,000 and paid-up capital of ₹53,30,270 as of 31 January 2026. ESTPL was incorporated on 12 October 2006 with significantly larger capital (authorized: ₹756.5 crore, paid-up: ₹436.78 crore). Financial positions showed KDPL with net worth of ₹47.89 lakh and ESTPL with net worth of ₹1,414.01 lakh as of January 2026.

Final Outcome

The NCLT approved the scheme and issued specific directions regarding shareholder and creditor meetings:

For Kakb Developers (Demerged Company):

  • Equity shareholders meeting dispensed with (3 shareholders, 100% consent)
  • Secured creditors meeting not required (nil secured creditors)
  • Unsecured creditors meeting dispensed with (1 creditor, 100% consent representing ₹46.78 crore debt)

For Eta Star Techcity (Resulting Company):

  • Equity shareholders meeting ordered for 22 July 2026 at 11:00 AM (25 shareholders)
  • Secured creditors meeting dispensed with (1 creditor, 100% consent representing ₹78.37 lakh debt)
  • Unsecured creditors meeting ordered for 22 July 2026 at 12:00 PM (38 creditors, 90% consent representing ₹54.70 crore debt)

The tribunal appointed Mr. BSV. Prakash Kumar as Chairperson (fee: ₹1,00,000) and Ms. Nandini Aggarwal as Scrutinizer (fee: ₹50,000). Notice requirements include publication in Business Standard (English) and Makkal Kural (Tamil) newspapers with 30 days' notice, and individual notices to relevant authorities including Regional Director, ROC, Official Liquidator, and Income Tax authorities.

Topics: Corporate Restructuring, Demerger Approval, Shareholder Meetings