Key Quantitative Figures

  • Current Paid-Up Equity Share Capital: ₹9,00,03,000 divided into 9,00,03,000 equity shares of Re. 1/- each
  • Proposed Reduction: Cancellation of 8,10,02,700 equity shares of Re. 1/- each, aggregating ₹8,10,02,700
  • Post-Reduction Capital: ₹90,00,300 divided into 90,00,300 equity shares of Re. 1/- each
  • Proposed Consolidation: Conversion of post-reduction capital into 9,00,030 fully paid-up equity shares of ₹10/- each
  • Accumulated Losses Adjustment: The entire reduction amount of ₹8,10,02,700 will be used to set off accumulated losses
  • Financial Position (as of June 30, 2026):
  • Total Assets: ₹223.70
  • Total Liabilities: ₹134.02
  • Equity Share Capital: ₹900.03
  • Other Equity: (₹853.57)
  • Net Worth: ₹46.46
  • Net Loss for the period: (₹287.39)

Dates and Timeline

  • Board Meeting Date: 4th September, 2026 (approved the scheme)
  • AGM Date: 30th September, 2026 at 1:00 PM
  • Record Date for Share Transfer Book Closure: 23rd September, 2026 to 30th September, 2026 (both days inclusive)
  • E-Voting Period: 27th September, 2026 (11:00 AM) to 29th September, 2026 (5:00 PM)
  • Effective Date: The date when NCLT order is filed with ROC and registration certificate is issued

Parties Involved

  • Regulators: SEBI, BSE Limited, National Company Law Tribunal (Ahmedabad Bench), Registrar of Companies (Gujarat)
  • Scrutinizer: Mr. Jitendra Parmar (COP No.: 15863), Proprietor of M/s. Jitendra Parmar & Associates
  • Statutory Auditor: M/s. Nirav S. Shah, Chartered Accountants
  • RTA: M/s. Skyline Financial Services Pvt. Ltd
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)

Purpose and Rationale

The proposed capital reduction and consolidation aims to:

1. Set off and adjust a substantial portion of the accumulated losses appearing in the books of account

2. Present a clearer, fairer, and more realistic picture of the capital structure and financial position

3. Rationalize and reorganize equity share capital without changing percentage shareholding of existing shareholders

4. Improve net worth position and financial ratios

5. Simplify capital structure and facilitate future business plans

Financial and Operational Impact

  • No Cash Outflow: The reduction does not involve any cash outflow or payout to shareholders
  • Accounting Treatment: ₹8,10,02,700 will be reduced from Paid-Up Equity Share Capital Account and added to Reserves and Surplus Account (reduced from accumulated losses)
  • Shareholding Pattern: The percentage shareholding of all shareholders will remain unchanged post-reduction and consolidation
  • Fractional Entitlements: No fractional shares will be issued; consolidated fractions will be sold by a trustee and proceeds distributed to shareholders
  • Creditor Impact: The company states it has no secured or unsecured creditors as of the Effective Date

Capital Structure Impact

  • Pre-Reduction: 9,00,03,000 equity shares of Re. 1/- each
  • Post-Reduction: 90,00,300 equity shares of Re. 1/- each
  • Post-Consolidation: 9,00,030 equity shares of ₹10/- each
  • No Dilution: The reduction and consolidation will be applied proportionately to all shareholders
  • Authorized Capital: Remains unchanged at ₹60,00,00,000 divided into 60,00,00,000 equity shares of Re. 1/- each

Governance and Compliance

  • The scheme has been approved by the Board of Directors on 4th September, 2026
  • Requires special resolution approval from shareholders at AGM
  • Requires confirmation from National Company Law Tribunal, Ahmedabad Bench
  • The company confirms no pending investigations, winding up proceedings, or insolvency cases against it
  • All required documents will be available for shareholder inspection at the registered office

Additional Information

  • The company is listed exclusively on BSE Limited
  • 100% of share capital is held by public shareholders (no promoter holding)
  • The scheme includes detailed e-voting instructions for shareholders holding shares in both physical and dematerialized form
  • The explanatory statement confirms that no director or key managerial personnel has any material interest in the resolution